EXHIBIT
10.1


 




 





AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as of


August 2, 2004


 


Among


 


THE GENLYTE GROUP INCORPORATED, GENLYTE THOMAS GROUP LLC,

GENLYTE HOLDINGS INC., GENLYTE LIGHTING CORPORATION,

GENLYTE CLP NOVA SCOTIA ULC and GENLYTE CGP NOVA SCOTIA ULC


 


as the Borrowers


 


and


 


THE LENDING INSTITUTIONS NAMED THEREIN


as the Lenders


 


NATIONAL CITY BANK OF KENTUCKY


as a Lender, a Letter of Credit Issuer,


the Swing Line Lender, a Co-Lead Arranger and


the Domestic Administrative Agent


 


BANK ONE, NA, CANADA BRANCH


as a Lender, a Letter of Credit Issuer and the


Canadian Administrative Agent


 


BANK ONE, N.A.


as a Lender and a Letter of Credit Issuer


 


BANK OF AMERICA, N.A.


as a Lender, a Letter of Credit Issuer and a
Co-Documentation Agent


 


J.P. MORGAN SECURITIES INC.


as a Co-Lead Arranger


 


and


SUNTRUST BANK


as a Lender and a Co-Documentation Agent


 




 





 

















 


TABLE OF CONTENTS


 


	
  SECTION 1.
  DEFINITIONS AND TERMS

  	
   

  
	
  1.1.
  Certain Defined Terms

  	
   

  
	
  1.2. COMPUTATION OF TIME
  PERIODS

  	
   

  
	
  1.3.
  ACCOUNTING TERMS

  	
   

  
	
  1.4. TERMS
  GENERALLY

  	
   

  
	
  1.5. ADDITIONAL
  BORROWERS.

  	
   

  
	
  1.6.
  APPOINTMENT OF GENLYTE GROUP AS REPRESENTATIVE.

  	
   

  
	
  1.7. QUALIFIED
  RECEIVABLES TRANSACTION.

  	
   

  
	
  1.8.
  CURRENCY EQUIVALENTS; CANADIAN FACILITY AMOUNTS.

  	
   

  
	
  SECTION 2. AMOUNT
  AND TERMS OF LOANS

  	
   

  
	
  2.1. EXISTING LETTERS OF
  CREDIT; COMMITMENTS FOR LOANS

  	
   

  
	
  2.2. MINIMUM BORROWING
  AMOUNTS, ETC.; PRO RATA BORROWINGS

  	
   

  
	
  2.3.
  PROCEDURES FOR BORROWING

  	
   

  
	
  2.4.
  DISBURSEMENT OF FUNDS

  	
   

  
	
  2.5. REFUNDING OF, OR
  PARTICIPATION IN, SWING LINE REVOLVING LOANS

  	
   

  
	
  2.6.
  NOTES AND LOAN ACCOUNTS

  	
   

  
	
  2.7. CONVERSIONS
  OF DOMESTIC REVOLVING LOANS; CANADIAN REVOLVING LOANS AND DOMESTIC TERM LOANS

  	
   

  
	
  2.8. INTEREST

  	
   

  
	
  2.9.
  SELECTION AND CONTINUATION OF INTEREST PERIODS

  	
   

  
	
  2.10. INCREASED
  COSTS, ILLEGALITY, ETC.

  	
   

  
	
  2.11.
  BREAKAGE COMPENSATION

  	
   

  
	
  2.12. SAME
  INDEBTEDNESS; OTHER REFERENCES

  	
   

  
	
  SECTION
  3. DOMESTIC FACILITY LETTERS OF CREDIT

  	
   

  
	
  3.1.
  DOMESTIC FACILITY LETTERS OF CREDIT

  	
   

  
	
  3.2.
  DOMESTIC FACILITY LETTER OF CREDIT REQUESTS: NOTICES OF ISSUANCE

  	
   

  
	
  3.3. AGREEMENT TO
  REPAY DOMESTIC FACILITY LETTER OF CREDIT DRAWINGS

  	
   

  
	
  3.4. DOMESTIC
  FACILITY LETTER OF CREDIT PARTICIPATIONS

  	
   

  



 


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  3.5. INCREASED COSTS

  	
   

  
	
  SECTION
  4. CANADIAN FACILITY LETTERS OF CREDIT

  	
   

  
	
  4.1. CANADIAN
  FACILITY LETTERS OF CREDIT

  	
   

  
	
  4.2. CANADIAN
  FACILITY LETTER OF CREDIT REQUESTS: NOTICES OF ISSUANCE

  	
   

  
	
  4.3. AGREEMENT TO REPAY
  CANADIAN FACILITY LETTER OF CREDIT DRAWINGS

  	
   

  
	
  4.4.
  CANADIAN FACILITY LETTER OF CREDIT PARTICIPATIONS

  	
   

  
	
  4.5. INCREASED COSTS

  	
   

  
	
  SECTION 5. FEES

  	
   

  
	
  5.1. FACILITY FEE

  	
   

  
	
  5.2. CLOSING, LETTER OF CREDIT
  AND OTHER FEES

  	
   

  
	
  5.3.
  COMPUTATIONS OF FEES

  	
   

  
	
  SECTION
  6. REDUCTIONS AND TERMINATION OF COMMITMENTS

  	
   

  
	
  6.1.
  VOLUNTARY TERMINATION/REDUCTION OF COMMITMENTS

  	
   

  
	
  6.2.
  MANDATORY TERMINATION/ADJUSTMENTS OF COMMITMENTS, ETC.

  	
   

  
	
  SECTION
  7. PAYMENTS

  	
   

  
	
  7.1.
  VOLUNTARY PREPAYMENTS

  	
   

  
	
  7.2.
  MANDATORY PREPAYMENTS

  	
   

  
	
  7.3. METHOD AND PLACE OF
  PAYMENT

  	
   

  
	
  7.4. NET PAYMENTS

  	
   

  
	
  SECTION 8. CONDITIONS
  PRECEDENT

  	
   

  
	
  8.1. CONDITIONS
  PRECEDENT AT CLOSING DATE

  	
   

  
	
  8.2. CONDITIONS
  PRECEDENT TO ALL LOANS

  	
   

  
	
  SECTION 9.
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
  9.1. CORPORATE
  STATUS, ETC.

  	
   

  
	
  9.2. SUBSIDIARIES

  	
   

  
	
  9.3. CORPORATE
  POWER AND AUTHORITY, ETC.

  	
   

  
	
  9.4. NO VIOLATION

  	
   

  
	
  9.5.
  GOVERNMENTAL APPROVALS

  	
   

  
	
  9.6. LITIGATION

  	
   

  
	
  9.7. USE OF
  PROCEEDS; MARGIN REGULATIONS

  	
   

  
	
  9.8.
  FINANCIAL STATEMENTS, ETC.

  	
   

  



 


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  9.9. NO MATERIAL ADVERSE
  CHANGE

  	
   

  
	
  9.10.
  TAX RETURNS AND PAYMENTS

  	
   

  
	
  9.11.
  TITLE TO PROPERTIES, ETC.

  	
   

  
	
  9.12. LAWFUL
  OPERATIONS, ETC.

  	
   

  
	
  9.13.
  ENVIRONMENTAL MATTERS

  	
   

  
	
  9.14.
  COMPLIANCE WITH ERISA AND CANADIAN BENEFIT PLANS

  	
   

  
	
  9.15.
  INTELLECTUAL PROPERTY, ETC.

  	
   

  
	
  9.16.
  INVESTMENT COMPANY

  	
   

  
	
  9.17.
  BURDENSOME CONTRACTS; LABOR RELATIONS

  	
   

  
	
  9.18.
  EXISTING INDEBTEDNESS

  	
   

  
	
  9.19. TRUE AND COMPLETE
  DISCLOSURE

  	
   

  
	
  9.20. SOLVENCY

  	
   

  
	
   9.21. MATERIAL AGREEMENTS

  	
   

  
	
   9.22 INSURANCE

  	
   

  
	
  9.23.
  SECURITY INTERESTS

  	
   

  
	
   9.24 THOMAS PURCHASE.

  	
   

  
	
  SECTION 10.
  AFFIRMATIVE COVENANTS

  	
   

  
	
  10.1.
  REPORTING REQUIREMENTS

  	
   

  
	
  10.2. BOOKS, RECORDS AND
  INSPECTIONS

  	
   

  
	
  10.3. INSURANCE

  	
   

  
	
  10.4. PAYMENT OF TAXES
  AND CLAIMS

  	
   

  
	
  10.5.
  CORPORATE FRANCHISES

  	
   

  
	
  10.6. GOOD REPAIR

  	
   

  
	
  10.7.
  COMPLIANCE WITH STATUTES, ETC.

  	
   

  
	
  10.8. COMPLIANCE WITH
  ENVIRONMENTAL LAWS

  	
   

  
	
  10.9. FISCAL YEARS,
  FISCAL QUARTERS

  	
   

  
	
  10.10. HEDGE
  AGREEMENTS, ETC.

  	
   

  
	
  10.11. SENIOR DEBT

  	
   

  
	
  10.12.
  SECURITY DOCUMENTS

  	
   

  
	
  10.13. USE OF PROCEEDS

  	
   

  
	
  SECTION 11. NEGATIVE
  COVENANTS

  	
   

  
	
  11.1. CHANGES IN BUSINESS

  	
   

  
	
  11.2.
  CONSOLIDATION, MERGER, ACQUISITIONS, ASSET SALES, ETC.

  	
   

  



 


iii

















 


	
  11.3. LIENS

  	
   

  
	
  11.4. INDEBTEDNESS

  	
   

  
	
  11.5. ADVANCES, INVESTMENTS,
  LOANS AND GUARANTY OBLIGATIONS

  	
   

  
	
  11.6.
  RESTRICTED PAYMENTS

  	
   

  
	
  11.7
  RATIO OF CONSOLIDATED TOTAL DEBT TO CONSOLIDATED EBITDA

  	
   

  
	
  11.8. CONSOLIDATED
  INTEREST COVERAGE RATIO

  	
   

  
	
  11.9. TRANSACTIONS WITH
  AFFILIATES

  	
   

  
	
  11.10. PLAN
  TERMINATIONS, MINIMUM FUNDING, ETC.

  	
   

  
	
  11.11. CERTAIN
  LEASES

  	
   

  
	
  11.12.
  LIMITATION ON CERTAIN RESTRICTIVE AGREEMENTS, ETC.

  	
   

  
	
  11.13. ACCOUNTING
  CHANGES

  	
   

  
	
  SECTION 12. EVENTS OF
  DEFAULT

  	
   

  
	
  12.1. EVENTS
  OF DEFAULT

  	
   

  
	
  12.2. ACCELERATION,
  ETC.

  	
   

  
	
  12.3. APPLICATION OF
  LIQUIDATION PROCEEDS

  	
   

  
	
  SECTION 13. THE
  ADMINISTRATIVE AGENTS

  	
   

  
	
  13.1. APPOINTMENT

  	
   

  
	
  13.2. DELEGATION OF
  DUTIES

  	
   

  
	
  13.3.
  EXCULPATORY PROVISIONS

  	
   

  
	
  13.4. RELIANCE BY
  ADMINISTRATIVE AGENTS

  	
   

  
	
  13.5. NOTICE
  OF DEFAULT

  	
   

  
	
  13.6. NON-RELIANCE

  	
   

  
	
  13.7.
  INDEMNIFICATION

  	
   

  
	
  13.8. THE
  ADMINISTRATIVE AGENTS IN INDIVIDUAL CAPACITY

  	
   

  
	
  13.9. SUCCESSOR
  ADMINISTRATIVE AGENT

  	
   

  
	
  13.10. OTHER AGENTS

  	
   

  
	
  SECTION
  14.  GUARANTY BY GENLYTE GROUP

  	
   

  
	
  14.1. GUARANTY OF
  SUBSIDIARY BORROWINGS

  	
   

  
	
  14.2.
  ADDITIONAL UNDERTAKING

  	
   

  
	
  14.3.
  GUARANTY UNCONDITIONAL, ETC.

  	
   

  
	
  14.4. GENLYTE
  GROUP OBLIGATIONS TO REMAIN IN EFFECT; RESTORATION

  	
   

  
	
  14.5.
  WAIVER OF ACCEPTANCE, ETC.

  	
   

  
	
  14.6. SUBROGATION

  	
   

  



 


iv

















 


	
  14.7. EFFECT OF
  STAY

  	
   

  
	
  SECTION 15. MISCELLANEOUS

  	
   

  
	
  15.1.
  PAYMENT OF EXPENSES ETC.

  	
   

  
	
  15.2. RIGHT OF
  SETOFF

  	
   

  
	
  15.3. NOTICES

  	
   

  
	
  15.4.
  BENEFIT OF AGREEMENT

  	
   

  
	
  15.5. NO WAIVER: REMEDIES
  CUMULATIVE

  	
   

  
	
  15.6.
  PAYMENTS PRO RATA

  	
   

  
	
  15.7. CALCULATIONS:
  COMPUTATIONS

  	
   

  
	
  15.8. GOVERNING LAW;
  SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL

  	
   

  
	
  15.9. COUNTERPARTS

  	
   

  
	
  15.10.
  EFFECTIVENESS; INTEGRATION

  	
   

  
	
  15.11. HEADINGS DESCRIPTIVE

  	
   

  
	
  15.12. AMENDMENT
  OR WAIVER

  	
   

  
	
  15.13. SURVIVAL

  	
   

  
	
  15.14.
  DOMICILE OF LOANS

  	
   

  
	
  15.15.
  JUDGMENT CURRENCY

  	
   

  
	
  15.16. LENDER
  REGISTER

  	
   

  
	
  15.17. GENERAL LIMITATION
  OF LIABILITY

  	
   

  
	
  15.18. NO DUTY

  	
   

  
	
  15.19.
  LENDERS AND AGENTS NOT FIDUCIARY TO BORROWERS, ETC.

  	
   

  
	
  15.20.
  SURVIVAL OF REPRESENTATIONS AND WARRANTIES

  	
   

  
	
  15.21. INDEPENDENCE OF
  COVENANTS

  	
   

  
	
  15.22.
  OBLIGATIONS OF BORROWERS

  	
   

  
	
  15.23.
  SEPARATE OBLIGATIONS OF FOREIGN BORROWERS AND CANADIAN FACILITY GUARANTORS

  	
   

  



 


v

















 


	
  ANNEX I

  	
  -

  	
  INFORMATION
  AS TO LENDERS

  	
   

  
	
  ANNEX II

  	
  -

  	
  INFORMATION
  AS TO SUBSIDIARIES

  	
   

  
	
  ANNEX III

  	
  -

  	
  DESCRIPTION
  OF EXISTING INDEBTEDNESS

  	
   

  
	
  ANNEX IV

  	
  -

  	
  DESCRIPTION
  OF EXISTING LIENS

  	
   

  
	
  ANNEX V

  	
  -

  	
  DESCRIPTION
  OF EXISTING ADVANCES, LOANS, INVESTMENTS AND GUARANTEES

  	
   

  
	
  ANNEX VI

  	
  -

  	
  TRANSACTION
  WITH AFFILIATES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT A-1

  	
  -

  	
  FORM OF
  DOMESTIC REVOLVING NOTE

  	
   

  
	
  EXHIBIT A-2

  	
  -

  	
  FORM
  OF SWING LINE REVOLVING NOTE

  	
   

  
	
  EXHIBIT A-3

  	
  -

  	
  FORM
  OF CANADIAN REVOLVING NOTE

  	
   

  
	
  EXHIBIT A-4

  	
   

  	
  FORM
  OF DOMESTIC TERM LOAN NOTE

  	
   

  
	
  EXHIBIT B-1

  	
  -

  	
  FORM
  OF NOTICE OF BORROWING

  	
   

  
	
  EXHIBIT B-2

  	
  -

  	
  FORM
  OF NOTICE OF CONVERSION

  	
   

  
	
  EXHIBIT B-3

  	
  -

  	
  DOMESTIC
  FACILITY LETTER OF CREDIT REQUEST

  	
   

  
	
  EXHIBIT B-4

  	
  -

  	
  CANADIAN
  FACILITY LETTER OF CREDIT REQUEST

  	
   

  
	
  EXHIBIT C

  	
  -

  	
  FORM
  OF CORPORATE CERTIFICATES

  	
   

  
	
  EXHIBIT D

  	
  -

  	
  OPINIONS
  OF COUNSEL TO THE BORROWER

  	
   

  
	
  EXHIBIT E

  	
  -

  	
  FORM
  OF ASSIGNMENT AND ASSUMPTION AGREEMENT

  	
   

  
	
  EXHIBIT F

  	
  -

  	
  FORM
  OF STOCK PLEDGE AGREEMENT

  	
   

  
	
  EXHIBIT G-1

  	
  -

  	
  FORM
  OF GUARANTY AGREEMENT FOR CANADIAN FACILITY GUARANTORS

  	
   

  
	
  EXHIBIT G-2

  	
  -

  	
  FORM
  OF GUARANTY AGREEMENT FOR DOMESTIC FACILITY GUARANTORS

  	
   

  
	
  EXHIBIT G-3

  	
  -

  	
  GENLYTE
  THOMAS, GENLYTE GROUP GUARANTY AGREEMENT

  	
   

  
	
  EXHIBIT H

  	
  -

  	
  FORM
  OF ADDITIONAL BORROWER JOINDER

  	
   

  



 


vi

















 


AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of August 2, 2004 (herein, as amended, supplemented or otherwise
modified from time to time, “this Agreement”), among the following:


 


(i)            THE GENLYTE GROUP INCORPORATED,
a Delaware corporation (“Genlyte Group”); GENLYTE THOMAS GROUP LLC, a Delaware
limited liability company (“Genlyte Thomas”); GENLYTE HOLDINGS INC., a Delaware corporation
(“Genlyte Holdings”); GENLYTE
LIGHTING CORPORATION, a Delaware corporation (“Genlyte Lighting”); GENLYTE CLP NOVA SCOTIA ULC,
a Nova Scotia unlimited liability company (“Genlyte Limited Nova Scotia”; and GENLYTE CGP
NOVA SCOTIA ULC, a Nova Scotia unlimited liability company (“Genlyte General Nova Scotia”)
(Genlyte Group, Genlyte Thomas, Genlyte Holdings, Genlyte Lighting, Genlyte
Limited Nova Scotia and Genlyte General Nova Scotia are herein each a “Borrower” and,
collectively, together with each of their respective successors and assigns,
the “Borrowers”);


 


(ii)           the lending
institutions listed in Annex I hereto (herein, together with its or
their successors and assigns, each a “Lender” and collectively, the “Lenders”);


 


(iii)          NATIONAL CITY BANK OF KENTUCKY,
a national banking association, as one of the Lenders, as the Lender under the
Swing Line Revolving Facility referred to herein (herein, together with its
successors and assigns, the “Swing Line Lender”), as a Letter of Credit Issuer
(herein, together with its successors and assigns, a “Letter of Credit Issuer”), as a Co-Lead
Arranger (a “Co-Lead Arranger”),
and as the administrative agent for the Domestic Revolving Facility and the
Domestic Term Loan Facility referred to herein (the “Domestic Administrative Agent” or an “Administrative Agent”);


 


(iv)          BANK ONE, NA, CANADA
BRANCH a national banking association, as one of the Lenders, as a
Letter of Credit Issuer (herein, together with its successors and assigns, a “Letter of Credit Issuer”)
and as the administrative agent for the Canadian Revolving Facility referred to
herein (the “Canadian
Administrative Agent” or an “Administrative Agent” and collectively with
the Domestic Administrative Agent, the “Administrative Agents”);


 


(v)           BANK ONE, NA, a national
banking association, as one of the Lenders, as a Letter of Credit Issuer
(herein, together with its successors and assigns, a “Letter of Credit Issuer”);


 


(vi)          BANK OF AMERICA, N.A., a
national banking association, as one of the Lenders, as a Letter of Credit
Issuer (herein, together with its successors and assigns, a “Letter of Credit Issuer”)
and as a co-documentation agent (a “Co-Documentation Agent”);


 


1

















 


(vii)         J.P. MORGAN SECURITIES  INC.,
a Delaware corporation, as one of the co-lead arrangers (a “Co-Lead Arranger” and
together with National City Bank of Kentucky, the “Co-Lead Arrangers”); and


 


(viii)        SUNTRUST BANK, a Georgia
corporation, as a Lender and as a co-documentation agent (a “Co-Documentation Agent”,
and together with Bank of America, N.A., the “Co-Documentation Agents”).


 


PRELIMINARY STATEMENTS:


 


A.            Genlyte Thomas and
Genlyte Thomas Group Nova Scotia ULC, a Nova Scotia unlimited liability company
(“GTG Nova Scotia” and,
collectively with Genlyte Thomas, the “Existing Agreement Borrowers”) are the borrowers under
that certain Credit Agreement dated as of July 29, 2003 (the “Existing Credit Agreement”),
as in effect immediately prior to the Closing Date (as defined herein), under
which:


 


(i)            National City Bank of
Kentucky and Bank One, NA, Canada Branch are the administrative agents (the “Existing Agreement Agents”);


 


(ii)           National City Bank of
Kentucky and Banc One Capital Markets, Inc. are the co-lead arrangers;


 


(iii)          National City Bank of
Kentucky, Bank One, NA, Canada Branch, Bank One, NA, and Bank of America, N.A.
are letter of credit issuers (the “Existing Agreement Issuers”);


 


(iv)          PNC Bank, National
Association and Suntrust Bank are the co-documentation agents; and


 


(v)           various financial
institutions, including those identified in clauses (i) through (iv), above,
are the lender parties (the “Existing Agreement Lenders”).


 


B.            Pursuant and subject
to the Existing Credit Agreement, the Existing Agreement Lenders agreed to
advance to the Borrowers revolving credit loans (collectively, the “Existing Revolving Loans”),
and the Existing Agreement Issuers agreed to issue letters of credit
(collectively, the “Existing Letters of
Credit”) in an aggregate principal amount not to exceed
$130,000,000 under a domestic revolving credit facility and in an aggregate
principal amount not to exceed CDN$27,000,000 under a Canadian revolving credit
facility.


 


C.            On the close of
business July 30, 2004, there were no Existing Revolving Loans outstanding
under either of said revolving credit facilities;  and the aggregate undrawn face amount of the Existing Letters of
Credit was $19,270,254 under said domestic revolving credit facility and CDN
$-0- under said Canadian revolving credit facility.


 


D.            The Existing Agreement
Borrowers and the Borrowers have requested the Existing Agreement Agents, the
Existing Agreement Issuers, the Existing Agreement Lenders, the Administrative
Agents and the Lenders to enter into this Agreement to amend and restate in
their entirety the terms and conditions of the Existing Credit Agreement, inter alia,
to (i) extend the


 


2

















 


maturity of both of said revolving credit facilities of the Existing
Credit Agreement and increase the aggregate amount of credit available under
said domestic revolving credit facility, (ii) advance to certain of the
Borrowers a term loan hereunder, (iii) permit Genlyte Group, Genlyte Holdings,
Genlyte Lighting, Genlyte Limited Nova Scotia and Genlyte General Nova Scotia
to join in said amendment and restatement as additional “Borrowers” hereunder
and (iv) permit GTG Nova Scotia to cease being a “Borrower”.


 


E.             Subject to the
satisfaction of the terms and conditions set forth in this Agreement, the
Existing Agreement Agents, the Existing Agreement Issuers, the Existing
Agreement Lenders, the Administrative Agents and the Lenders have agreed to
such requests.


 


F.             Certain of the
proceeds of the “Loans” advanced hereunder will be used by Genlyte Holdings and
Genlyte Lighting to acquire from Thomas Industries Inc. and certain of its
Subsidiaries (collectively, the “Thomas Sellers”) all of the direct and
indirect equity interests (collectively, the “Thomas Interests”) of the Thomas
Sellers in Genlyte Thomas and GTG Intangible Holdings, LLP, a Delaware limited
liability company (together with its successors and assigns, “GTG Intangible”).


 


G.            Unless
otherwise defined herein, all capitalized terms used herein and defined in section
1 are used herein as so defined.


 


NOW, THEREFORE, it is agreed:


 


SECTION
1.         DEFINITIONS AND TERMS.


 


1.1.         Certain
Defined Terms. 
As used herein, the following terms shall have the meanings herein
specified unless the context otherwise requires:


 


“1934 Act” shall mean the Securities Exchange Act of 1934,
as amended.


 


“Acquisition” shall mean and include (i) any acquisition
on a going concern basis (whether by purchase, lease or otherwise) of any
facility and/or business operated by any person who is not a Subsidiary of a
Borrower, and (ii) acquisitions of a majority of the outstanding equity or
other similar interests in any such person (whether by merger, stock purchase
or otherwise).


 


“Additional Borrower Joinder” shall mean an Additional
Borrower Joinder in the Form of Exhibit H to this Agreement pursuant to
which the signatory thereto becomes a Borrower hereunder pursuant to section
1.5.


 


“Administrative Agent(s)”, “Domestic Administrative Agent” and “Canadian Administrative Agent”
shall have the meaning provided in the first paragraph of this Agreement and
shall include any successor to either Administrative Agent appointed pursuant
to section 13.9.


 


“Affiliate” shall mean, with respect to any person, any
other person directly or indirectly controlling, controlled by, or under direct
or indirect common control with such person. A person shall be deemed to
control a second person if such first person possesses, directly or indirectly,
the power (i) to vote 10% or more of the securities having ordinary voting
power for the election of directors or managers of such second person or (ii)
to direct or cause the direction of the


 


3

















 


management and policies of such second person, whether through the
ownership of voting securities, by contract or otherwise. Notwithstanding the
foregoing, (x) a director, officer or employee of a person shall not, solely by
reason of such status or the exercise of authority pursuant to such status, be
considered an Affiliate of such person; and (y) none of the Administrative Agents,
the Co-Lead Arrangers, the Co-Documentation Agents or any Lender shall in any
event be considered an Affiliate of any Borrower or any Subsidiary.


 


“Agreement” shall have the meaning provided in the first
paragraph of this Agreement.


 


“Applicable Eurodollar Margin” shall have the meaning
provided in section 2.8(j).


 


“Applicable Facility Fee Rate” shall have the meaning
provided in section 5.1(b).


 


“Applicable Lending Office” shall mean, with respect to
each Lender, (i) such Lender’s Domestic Lending Office in the case of
Borrowings under the Domestic Revolving Facility or the Domestic Term Loan
Facility consisting of Domestic Prime Rate Loans, (ii) such Lender’s Eurodollar
Lending Office in the case of Borrowings under the Domestic Revolving Facility,
the Domestic Term Loan Facility or the Canadian Revolving Facility consisting
of Eurodollar Loans, (iii) the Domestic Lending Office of the Swing Line Lender
in the case of Borrowings of Swing Line Revolving Loans from the Swing Line
Lender, and (iv) such Lender’s Canadian Lending Office in the case of
Borrowings consisting of Canadian Revolving Loans that are not Eurodollar
Loans; provided that a Canadian Facility Lender that makes a Canadian Revolving
Loan denominated in Dollars may, in addition, by notice to the Canadian
Administrative Agent designate a branch, affiliate or correspondent office as
its Applicable Lending Office with respect to Canadian Revolving Loans
denominated in Dollars.


 


“Asset Sale” shall mean the sale, transfer or other
disposition (including by means of Sale and Lease-Back Transactions, and by
means of mergers, consolidations, and liquidations of a corporation,
partnership or limited liability company of the interests therein of a
Borrower, or any of its Subsidiaries) by a Borrower or any of its Subsidiaries
to any person of any of their respective assets, other than (i) the sale of
inventory in the ordinary course of business of such Credit Party and (ii) the
sale of Receivables Facility Assets pursuant to a Qualified Receivables Transaction.


 


“Assignment and Assumption Agreement” shall mean an
Assignment and Assumption Agreement substantially in the form of Exhibit E
hereto.


 


“Authorized Officer” shall mean any officer or employee
of the Borrowers designated as such in writing to the Administrative Agents by
the Borrowers.


 


“Bank One” shall mean Bank One, N.A., a national banking
association, together with its successors and assigns.


 


“Bank One Canada” shall mean Bank One, NA, Canada Branch,
a national banking association, together with its successors and assigns.


 


“Bankruptcy Code” shall have the meaning provided in section
12.1(g).


 


4

















 


“Basis Point” shall mean one one-hundredth of one percent
(0.01%).


 


“Borrower” shall mean any of the Domestic Facility
Borrowers and the Canadian Facility Borrowers, as applicable, and “Borrowers” shall
mean, collectively, the Domestic Facility Borrowers and the Canadian Facility
Borrowers.


 


“Borrowing” shall mean (i) the incurrence of Domestic
Revolving Loans consisting of one Type of Loan, by a Borrower from all of the
Domestic Revolving Facility Lenders on a pro rata basis on a given date (or resulting from
Conversions or Continuations on a given date), having in the case of Eurodollar
Loans the same Interest Period, (ii) the incurrence of a Swing Line Revolving
Loan by a Borrower from the Swing Line Lender, (iii) the incurrence of Canadian
Revolving Loans consisting of one Type of Loan, by a Borrower from all of the
Canadian Facility Lenders on a pro rata basis on a given date (or resulting from
Conversions or Continuations on a given date), having in the case of CDOR Loans
the same Interest Period, or (iv) the incurrence of Domestic Term Loans
consisting of one Type of Loan, by a Borrower from all of the Domestic Term
Loan Lenders on a pro rata
basis on a given date (or resulting from Conversions or Continuations of a
given date), having in the case of Eurodollar Loans the same Interest Period.


 


“Business Day” shall mean (i) for all purposes other than
as covered by clause (ii) or (iii) below, any day excluding Saturday, Sunday
and any day which shall be in the city in which the Payment Office is located a
legal holiday or a day on which banking institutions are authorized by law or
other governmental actions to close, (ii) with respect to all notices and
determinations in connection with, and payments of principal and interest on,
Eurodollar Loans or Flex Eurodollar Loans, any day which is a Business Day
described in clause (i) and which is also a day for trading by and between
banks in U.S. dollar deposits in the interbank Eurodollar market and (iii) with
respect to all notices and determinations in connection with, and payments of
principal and interest on, Canadian Revolving Loans, any day which is a Business
Day described in clause (i) and which is also a day for trading by and between
banks in Canadian Dollar deposits in Canada and, further, with respect to all notices and
determinations in connection with, and payments of principal and interest on,
Canadian Revolving Loans that are Eurodollar Loans, which is also a day for
trading by and between banks in U.S. dollar deposits in the interbank
Eurodollar market.


 


“Canadian Deposit Offered Rate”
shall mean on any day the annual rate of interest which is the rate determined
as being the arithmetic average of the quotations of all institutions listed in
respect of the “BA 1 Month” Rate for Canadian Dollar denominated bankers’
acceptances displayed and identified as such on the “Reuters Screen CDOR Page”
as defined in the International Swap Dealer Association, Inc. definitions, as
modified and amended from time to time) as of 10:00 am Toronto, Ontario local
time on such day and, if such day is not a Business Day, then on the
immediately preceding Business Day (as adjusted by the Canadian Administrative
Agent after 10:00 am Toronto, Ontario local time to reflect any error in the
posted rate of interest or in the posted average annual rate of interest); and
if such rates are not available on the Reuters Screen CDOR Page on any
particular day, then the Canadian Dollar Offered Rate on that day shall be
calculated as the cost of funds quoted by the Canadian Administrative Agent to
raise Canadian Dollars for the applicable Interest Period as of 10:00 A.M.
Toronto, Ontario local time on such day for commercial loans or other
extensions of credit to businesses of comparable credit risk; or if such day is
not a


 


5

















 


Business Day, then as quoted by the Canadian Administrative Agent on
the immediately preceding Business Day.


 


“Canadian Dollar” and the sign “CDN$” each shall mean lawful money of Canada.


 


“Canadian Facility Borrower” shall mean each of Genlyte
Limited Nova Scotia and Genlyte General Nova Scotia, together with their respective
successors and assigns.


 


“Canadian Facility Guarantors”
shall mean any Material Subsidiary that in accordance with section 10.12(a)
executes and delivers to the Canadian Administrative Agent a Guaranty Agreement
in substantially the form attached as Exhibit G-1 for the benefit of
each of the Administrative Agents and each of the Canadian Facility Lenders.


 


“Canadian Facility Lender” shall mean a Lender having a
Canadian Revolving Commitment.


 


“Canadian Facility Letter of Credit” shall have the meaning
provided in section 4.1.


 


“Canadian Facility Letter of Credit Obligor” shall have
the meaning provided in section 4.1.


 


“Canadian Facility Letter of Credit Outstandings” shall
mean, at any time, the sum, without duplication, of (i) the aggregate Stated
Amount of all outstanding Canadian Facility Letters of Credit and (ii) the
aggregate amount of all Unpaid Canadian Facility Drawings.


 


“Canadian Facility Letter of Credit Request” shall have
the meaning provided in section 4.2.


 


“Canadian Facility Participant” shall have the meaning
provided in section 4.4(a).


 


“Canadian Lending Office” shall mean, with respect to any
Canadian Facility Lender, the office of such Lender specified as its Canadian
Lending Office in Annex I or in the Assignment and Assumption Agreement
pursuant to which it became a Canadian Facility Lender, or such other office or
offices for Canadian Revolving Loans of such Lender as such Lender may from
time to time specify to the Borrowers and the Canadian Administrative Agent.


 


“Canadian Prime Rate”
shall mean, for any period, a fluctuating interest rate per annum as shall be
in effect from time to time which rate per annum shall at all times be equal to
the percentage rate per annum determined by the Canadian Administrative Agent
(rounded up to two decimal places) to be the greater of (i) the rate of
interest which the Canadian Administrative Agent establishes at that time as
the reference rate of interest for determination of interest rates it will
charge for loans in Canadian Dollars in Canada and which it refers to as its
prime rate (or its equivalent or analogous such rate) or (ii) the sum of (A)
the yearly rate of interest to which the one month Canadian Deposit Offered
Rate is equivalent plus (B) one percent (1.0%).


 


“Canadian Prime Rate Loan”
shall mean each Loan bearing interest at the rates provided in section
2.8(c).


 


6

















 


“Canadian Revolving Commitment” shall mean, with respect
to each Canadian Facility Lender, the amount set forth opposite such Canadian
Facility Lender’s name in Annex I as its “Canadian Revolving Commitment”
as the same may be reduced from time to time pursuant to any one or more of sections
6.1, 6.2 and 12.2 or adjusted from time to time as a result
of assignments to or from such Canadian Facility Lender pursuant to section
15.4.


 


“Canadian Revolving Commitment Acceptance” shall have the
meaning provided in section 2.1(f).


 


“Canadian Revolving Facility” shall mean the credit
facility evidenced by the Total Canadian Revolving Commitment.


 


“Canadian Revolving Facility Percentage” shall mean at
any time for any Canadian Facility Lender, the percentage obtained by dividing
such Canadian Facility Lender’s Canadian Revolving Commitment by the Total
Canadian Revolving Commitment, provided, that if the Total Canadian Revolving
Commitment has been terminated, the Canadian Revolving Facility Percentage for
each Canadian Facility Lender shall be determined by dividing such Lender’s
Canadian Revolving Commitment immediately prior to such termination by the
Total Canadian Revolving Commitment immediately prior to such termination.


 


“Canadian Revolving Loan(s)” shall have the meaning
provided in section 2.1(c).


 


“Canadian Revolving Note” shall have the meaning provided
in section 2.6(a).


 


“Capital Lease” as applied to any person shall mean any
lease of any property (whether real, personal or mixed) by that person as
lessee which, in conformity with GAAP, is accounted for as a capital lease on
the balance sheet of that person.


 


“Capitalized Lease Obligations” shall mean all
obligations under Capital Leases of any Credit Party, in each case taken at the
amount thereof accounted for as liabilities identified as “capital lease
obligations” (or any similar words) on a balance sheet of such Credit Party as
prepared in accordance with GAAP.


 


“Cash Equivalents” shall mean any of the following:


 


(i)            securities issued or
directly and fully guaranteed or insured by the United States of America or any
agency or instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than one year from the date of acquisition;


 


(ii)           U.S. dollar denominated
time deposits, certificates of deposit and bankers’ acceptances of (x) any
Lender or (y) any bank whose short-term commercial paper rating from S&P is
at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the
equivalent thereof (any such bank, an “Approved Bank”), in each case with maturities of not
more than 365 days from the date of acquisition;


 


7

















 


(iii)          commercial paper issued
by any Lender or Approved Bank or by the parent company of any Lender or
Approved Bank maturing within 365 days of the date of acquisition, commercial
paper issued by, or guaranteed by, any industrial or financial company, having
a short-term commercial paper rating of at least A-1 or the equivalent thereof
by S&P or at least P-1 or the equivalent thereof by Moody’s, or guaranteed
by any industrial company with a long term unsecured debt rating of at least A
or A2, or the equivalent of each thereof, from S&P or Moody’s, as the case
may be, and in each case maturing within 365 days after the date of
acquisition;


 


(iv)          investments in money
market funds or mutual funds substantially all the assets of which are
comprised of securities of the types described in clauses (i) through (iii)
above and (v) below; and


 


(v)           obligations issued or
guaranteed by any state or political subdivision thereof and rated at least A-1
or the equivalent thereof by S&P or at least P-1 or the equivalent thereof
by Moody’s (if rated as short-term obligations) or with a long term unsecured
debt rating of at least A or A2, or the equivalent of each thereof, from
S&P or Moody’s, as the case may (if rated as long-term obligations).


 


“Cash Proceeds” shall mean, with respect to any Asset
Sale, the aggregate cash payments (including any cash received by way of
deferred payment pursuant to a note receivable issued in connection with such
Asset Sale, other than the portion of such deferred payment constituting
interest, but only as and when so received) received by the Borrowers and/or
any Subsidiary from such Asset Sale.


 


“CDOR Loans” shall mean each Loan bearing interest at the
rates provided in section 2.8(d).


 


“CDOR Rate” shall mean, for a CDOR Loan, the rate per
annum that is equal to the cost of raising Canadian Dollars for the applicable
Interest Period as determined by the Canadian Administrative Agent; provided
that such cost of funds shall not exceed the Canadian Deposit Offered Rate, plus 10 Basis Points.


 


“CERCLA” shall mean the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as the same may be amended
from time to time, 42 U.S.C. § 9601 et seq.


 


“Change of Control”
means the occurrence of any of the following:


 


(a)           any “person” (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act) who is or becomes
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that for the purposes of this clause (a) such person shall be
deemed to have “beneficial ownership” of all shares that any such person has
the right to acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of more than 25% of either
the aggregate ordinary voting power or the aggregate equity value represented
by the issued and outstanding capital stock in Genlyte Group;


 


8

















 


(b)           individuals who
constituted the Board of Directors of Genlyte Group at any given time (together
with any new directors whose election by such Board of Directors or whose
nomination for election by the shareholders of Genlyte Group as approved by a
vote of 66-2/3% of the directors of Genlyte Group then still in office who were
either directors at such time or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors then in office;


 


(c)           the adoption of a plan
relating to the liquidation or dissolution of Genlyte Group; or


 


(d)           the merger or
consolidation of Genlyte Group with or into another Person or the merger of
another Person with or into Genlyte Group, or the sale of all or substantially
all the assets of Genlyte Group (determined on a consolidated basis) to another
Person, other than a merger or consolidation transaction in which holders of
capital stock representing 100% of the ordinary voting power represented by
capital stock in Genlyte Group immediately prior to such transaction (or other
securities into which such securities are converted as part of such merger or
consolidation transaction) own directly or indirectly at least 80% of the
ordinary voting power represented by, as the case may be, shares of capital
stock, membership interests, partnership interests or equivalent equity
interests in the surviving Person in such merger or consolidation transaction
issued and outstanding immediately after such transaction and in substantially
the same proportion as before the transaction.


 


“Class”, when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Canadian Revolving Loans, Domestic Revolving Loans or Domestic Term Loans.


 


“Closing Date” shall mean the date, on or after the
Effective Date, upon which the conditions specified in section 8.1 are
satisfied.


 


“Co-Documentation Agent” shall have
the meaning provided in the preamble to this Agreement.


 


“Co-Lead Arrangers” shall have the meaning provided in
the preamble to this Agreement.


 


“Code” shall mean the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated thereunder. Section
references to the Code are to the Code, as in effect at the Effective Date and
any subsequent provisions of the Code, amendatory thereof, supplemental thereto
or substituted therefor.


 


“Collateral” shall mean any collateral covered by any
Security Document.


 


“Commitment” shall mean with respect to each Lender its
Domestic Revolving Commitment, if any, its Swing Line Revolving Commitment, if
any, its Canadian Revolving Commitment, if any, or its Domestic Term Loan
Commitment, as the case may be.


 


9

















 


“Commodity Hedge Agreement” shall mean any commodity swap
agreement, forward commodity purchase agreement, forward commodity option
agreement or similar agreement or arrangement.


 


“Consolidated Amortization Expense” shall mean, for any
period, the amortization expenses of Genlyte Group and its Subsidiaries,
calculated on a consolidated basis and determined in accordance with GAAP.


 


“Consolidated Capital Expenditures” shall mean, for any
period, the sum of all expenditures for property, plant or equipment (whether
paid in cash or accrued as liabilities and including in all events amounts
expended or capitalized under Capital Leases and Synthetic Leases but excluding
any amount representing capitalized interest) by Genlyte Group and its
Subsidiaries on a consolidated basis during that period.


 


“Consolidated Depreciation Expense” shall mean, for any
period, the consolidated depreciation expenses of Genlyte Group and its
Subsidiaries, calculated on a consolidated basis and determined in accordance
with GAAP.


 


“Consolidated EBIT” shall mean, for any period,
Consolidated Net Income for such period; plus (A) the sum (without duplication) of the amounts
for such period included in determining such Consolidated Net Income of (i)
Consolidated Interest Expense, (ii) Consolidated Income Tax Expense, (iii)
extraordinary and other non-recurring non-cash losses and charges, and (iv) a
non-cash inventory charge under purchase accounting in connection with the
acquisition of the Thomas Interests by Subsidiaries of Genlyte Group; minus (B)
extraordinary gains on sales of assets and other extraordinary or other
non-recurring gains, of Genlyte Group and its Subsidiaries, calculated on a
consolidated basis, and determined in accordance with GAAP.


 


“Consolidated EBITDA” shall mean, for any period,
Consolidated EBIT for such period; plus the sum (without duplication) of the amounts for
such period included in determining Consolidated Net Income of Consolidated
Depreciation Expense, and Consolidated Amortization Expense of Genlyte Group
and its Subsidiaries, calculated on a consolidated basis and determined in
accordance with GAAP.


 


“Consolidated Income Tax Expense” shall mean, for any
period, all provisions for taxes based on the net income of Genlyte Group and
its Subsidiaries (including, without limitation, any additions to such taxes,
and any penalties and interest with respect thereto), calculated on a
consolidated basis and determined in accordance with GAAP.


 


“Consolidated Interest Coverage Ratio” shall mean, for
any Testing Period the ratio of (i) Consolidated EBIT for such Testing Period,
to (ii) Consolidated Interest Expense for such Testing Period as determined at
the end of any fiscal quarter; provided, however, that in computing Consolidated EBIT
and Consolidated Interest Expense for each of the Testing Periods ending on or
prior to June 30, 2005, Consolidated EBIT and Consolidated Interest Expense
shall be determined as if Genlyte Group had owned, directly or indirectly, 100%
of, as the case may be, the partnership


 


10

















 


interests or the membership interests in Genlyte Thomas and GTG
Intangible during all of such Testing Period.


 


“Consolidated Interest Expense” shall mean, for any
period, the total interest expense (including that which is capitalized, that
which is attributable to Capital Leases (but not to Synthetic Leases) and the
pre-tax equivalent of dividends payable on Redeemable Stock that has a
liquidation preference over common stock, and that which is “Yield”, as defined
in the Qualified Receivables Purchase Agreement) of Genlyte Group and its
Subsidiaries, calculated on a consolidated basis and determined in accordance
with GAAP, with respect to all outstanding Indebtedness of the Genlyte Group
and its Subsidiaries, including, without limitation, all commissions, discounts
and other fees and charges owed with respect to letters of credit and net
obligations under Financial Hedge Agreements, but excluding, however, any interest expense
in respect of any amortization or write-off of deferred financing costs and any
charges for prepayment penalties on prepayment of Indebtedness.


 


“Consolidated Net Income” shall mean for any period, the
net income (or loss) of Genlyte Group and its Subsidiaries for such period
taken as a single accounting period, calculated on a consolidated basis and
determined in accordance with GAAP.


 


“Consolidated Net Worth” shall mean, as of any date, the
difference between the assets and liabilities as referred on Genlyte Group’s
consolidated balance sheet, determined in accordance with GAAP.


 


“Consolidated Total Debt” shall mean, at any time, the
total of (i) the principal amount (or Capitalized Lease Obligation, in the case
of a Capital Lease, or present value, based on the implicit interest rate, in
the case of any Synthetic Lease, or the higher of liquidation value or stated
value, in the case of Redeemable Stock) of all Indebtedness of Genlyte Group
and its Subsidiaries, without duplication, determined on a consolidated basis,
including, without limitation, the “Aggregate Capital” (as defined in the
Qualified Receivables Purchase Agreement) at such time.


 


“Continue”, “Continuation” and “Continued” each refers to a continuation of a (i)
Domestic Revolving Loan which is a Eurodollar Loan for an additional Interest
Period as provided in section 2.9 or (ii) Canadian Revolving Loan which
is a CDOR Loan for an additional Interest Period as provided in section 2.9.


 


“Convert”, “Conversion” and “Converted” each refers to a conversion of (i) Loans of
one Class and of one Type into Loans of such Class of another Type, pursuant to
section 2.7, 2.9(b), 2.10 or 7.2.


 


“Credit Documents” shall mean this Agreement, any
Security Documents and the Notes and any Letter of Credit Documents.


 


“Credit Party” shall mean each of the Borrowers, the
Guarantors and any other Subsidiary that is a party to any of the Credit
Documents.  Without limiting the
generality of the preceding sentence, the Receivables Facility Subsidiary shall
not be deemed to be a Credit Party.


 


11

















 


“Default” shall mean any event, act or condition which
with notice or lapse of time, or both, would constitute an Event of Default.


 


“Defaulting Lender” shall mean any Lender with respect to
which a Lender Default is in effect.


 


“Dollars”, “U.S. dollars”, “dollars” and the sign “$” each means lawful money of the United
States.


 


“Domestic Facility Borrower” shall mean Genlyte Group,
Genlyte Thomas, Genlyte Holdings, and Genlyte Lighting and its successors and
assigns, together with such Wholly-Owned Subsidiaries of Genlyte Group as may
from time to time execute an Additional Borrower Joinder which is accepted by
the Administrative Agents and the Required Lenders pursuant to section 1.5
of this Agreement and otherwise satisfies the terms and conditions of this
Agreement.


 


“Domestic Facility Guarantors” shall mean Genlyte
Intangible Inc., Shakespeare Composite Structures LLC, GTG Intangible and
Genlyte Canadian Holdings, LLC, and their respective successors and assigns,
and any other Material Subsidiary, and its respective successors and assigns,
that in accordance with section 10.12(a) executes and delivers to the
Administrative Agents a Guaranty Agreement in substantially the form attached
as Exhibit G-2 for the benefit of each of the Administrative Agents and
each of the Lenders.


 


“Domestic Facility Letter of Credit” shall have the
meaning provided in section 3.1.


 


“Domestic Facility Letter of Credit Exposure” means, at
any time, the aggregate undrawn amount of all Domestic Facility Letter of
Credit Outstandings at such time.  The
Domestic Facility Letter of Credit Exposure of any Domestic Revolving Facility
Lender at any time will be its Domestic Revolving Facility Percentage of the
total Domestic Facility Letter of Credit Exposure at such time.


 


“Domestic Facility Letter of Credit Obligor” shall have
the meaning provided in section 3.1.


 


“Domestic Facility Letter of Credit Outstandings” shall
mean, at any time, the sum, without duplication, of (i) the aggregate Stated
Amount of all outstanding Domestic Facility Letters of Credit and (ii) the
aggregate amount of all Unpaid Domestic Facility Drawings.


 


“Domestic Facility Letter of Credit Request” shall have
the meaning provided in section 3.2.


 


“Domestic Facility Participant” shall have the meaning
provided in section 3.4(a).


 


“Domestic Lending Office” shall mean, with respect to any
Domestic Revolving Facility Lender or Domestic Term Loan Lender, the office of
such Lender specified as its Domestic Lending Office in Annex I or in
the Assignment and Assumption Agreement pursuant to which it became a Lender,
or such other office of such Lender as such Lender may from time to time
specify to the Borrowers and the Domestic Administrative Agent.


 


12

















 


“Domestic Prime Rate” shall mean, for any period, (a)
except in the case of Canadian Revolving Loans denominated in Dollars, a
fluctuating interest rate per annum as shall be in effect from time to time
which rate per annum shall at all times be equal to the greater of (i) the rate
of interest established by National City Bank at its principal office in
Cleveland, Ohio, from time to time, as its prime rate, whether or not publicly
announced, which interest rate may or may not be the lowest rate charged by it
for commercial loans or other extensions of credit; and (ii) the Federal Funds
Effective Rate in effect from time to time plus 1/2 of 1% per annum, and (b) in the case of
Canadian Revolving Loans denominated in Dollars, a fluctuating interest rate
per annum as shall be in effect from time to time which rate per annum shall at
all times be equal to the greater of (i) the rate of interest established by
Bank One at its principal office in Chicago, Illinois, from time to time, as its
prime rate, whether or not publicly announced, which interest rate may or may
not be the lowest rate charged by it for commercial loans or other extensions
of credit; and (ii) the Federal Funds Effective Rate in effect from time to
time plus 1/2 of 1% per annum.


 


“Domestic Prime Rate Loan” shall mean each Loan bearing
interest at the rate provided in section 2.8(a).


 


“Domestic Revolving Commitment” shall mean, with respect
to each Domestic Revolving Facility Lender, the amount set forth opposite such
Lender’s name in Annex I as its “Domestic Revolving Commitment” as the
same may be reduced from time to time pursuant to any one or more of sections
6.1, 6.2 and 12.2 or adjusted from time to time as a result
of assignments to or from such Lender pursuant to section 15.4.


 


“Domestic Revolving Commitment Acceptance” shall have the
meaning provided in section 2.1(e).


 


“Domestic Revolving Facility” shall mean the credit
facility evidenced by the Total Domestic Revolving Commitment.


 


“Domestic Revolving Facility Lender” shall mean a Lender
having a Domestic Revolving Commitment.


 


“Domestic Revolving Facility Percentage” shall mean at
any time for any Domestic Revolving Facility Lender, the percentage obtained by
dividing such Lender’s Domestic Revolving Commitment by the Total Domestic
Revolving Commitment, provided, that if the Total Domestic Revolving
Commitment has been terminated, the Domestic Revolving Facility Percentage for
each Domestic Revolving Facility Lender shall be determined by dividing such
Lender’s Domestic Revolving Commitment immediately prior to such termination by
the Total Domestic Revolving Commitment immediately prior to such termination.


 


“Domestic Revolving Loan” shall have the meaning provided
in section 2.1(a).


 


“Domestic Revolving Note” shall have the meaning provided
in section 2.6(a).


 


“Domestic Subsidiary” shall mean any Subsidiary organized
under the laws of the United States of America, any State thereof, the District
of Columbia, or any United States possession, the


 


13

















 


chief executive office and principal place of business of which is
located in, and which conducts the majority of its business within, the United
States of America and its territories and possessions.


 


“Domestic Term Loan Commitment” shall mean, with respect
to each Domestic Term Loan Lender, the amount set forth opposite such Lender’s
name in Annex I as its “Domestic Term Loan Commitment”.


 


“Domestic Term Loan Facility” shall mean the term loan
facility evidenced by the Total Domestic Term Loan Commitment.


 


“Domestic Term Loan Lender” shall mean a Lender having a
Domestic Term Loan Commitment.


 


“Domestic Term Loan” shall have the meaning provided in section
2.1(d).


 


“Domestic Term Loan Note” shall have the meaning provided
in section 2.6(a).


 


“Effective Date” shall have the meaning provided in section
15.10.


 


“Eligible Transferee” shall mean and include a commercial
bank, financial institution or other “accredited investor” (as defined in SEC
Regulation D), in each case which is identified in a written notice from the
Domestic Administrative Agent or a requesting Lender to the Borrowers, and not
disapproved in writing by Genlyte Group in a notice given to the Domestic
Administrative Agent and any such requesting Lender, specifying the reasons for
such disapproval, within five Business Days following the receipt by the
Borrowers of such notice disclosing the identity of any proposed transferee
(any such disapproval by Genlyte Group must be reasonable), provided that Genlyte
Group shall not be entitled to exercise the foregoing right of disapproval if
and so long as any Default under section 12.1(a) or an Event of Default
shall have occurred and be continuing, unless a Borrower would incur additional costs,
withholding obligations or other reimbursement obligations under any one or
more of section 2.10, section 3.5, section 4.5 and section
7.4(a) that are not then being paid or performed in respect of the
transferring Lender and such Borrower has not otherwise exercised its right to
replace such Eligible Transferee under section 7.4(b), in which case
Genlyte Group will be entitled to exercise the foregoing right of disapproval.


 


“Employee Plans” shall have the meaning provided in section
9.14(b).


 


“Environmental Claims” shall mean any and all
administrative, regulatory or judicial actions, suits, demands, demand letters,
claims, liens, notices of non-compliance or violation, investigations or
proceedings relating in any way to any Environmental Law or any permit issued
under any such law (hereafter “Claims”), including, without limitation, (i) any and all
Claims by governmental or regulatory authorities for enforcement, cleanup,
removal, response, remedial or other actions or damages pursuant to any
applicable Environmental Law, and (ii) any and all Claims by any third party
seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from the storage, treatment or Release (as defined
in CERCLA) of any Hazardous Materials or arising from alleged injury or threat
of injury to health, safety or the environment.


 


14

















 


“Environmental Law” shall mean any applicable Federal,
state, provincial, foreign or local statute, law, rule, regulation, ordinance,
code, binding and enforceable guideline, binding and enforceable written policy
and rule of common law now or hereafter in effect and in each case as amended,
and any binding and enforceable judicial or administrative interpretation
thereof, including any judicial or administrative order, consent, decree or
judgment issued to or rendered against a Borrower or any of its Subsidiaries
relating to the environment, employee health and safety or Hazardous Materials,
including, without limitation, CERCLA; RCRA; the Federal Water Pollution
Control Act, 33 U.S.C. § 2601 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Safe
Drinking Water Act, 42 U.S.C. § 3803 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701
et seq.; the
Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C. §
11001 et seq.,
the Hazardous Material Transportation Act, 49 U.S.C. § 1801 et seq. and the
Occupational Safety and Health Act, 29 U.S.C. § 651 et seq. (to the extent it regulates
occupational exposure to Hazardous Materials); and any state and local or
foreign counterparts or equivalents, in each case as amended from time to time.


 


“ERISA” shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time, and the regulations promulgated
and rulings issued thereunder. Section references to ERISA are to ERISA, as in
effect at the Effective Date and any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.


 


“ERISA Affiliate” shall mean each person (as defined in
section 3(9) of ERISA) which together with a Borrower or any or their
respective Subsidiaries would be deemed to be a “single employer” (i) within
the meaning of section 414(b), (c), (m) or (o) of the Code or (ii) as a result
of that Borrower’s or that Subsidiary’s being or having been a general partner
of such person.


 


“Eurodollar Lending Office” shall mean, with respect to
any Domestic Revolving Facility Lender and any Domestic Term Loan Lender, the
office of such Lender specified as its Eurodollar Lending Office in Annex I
or in the Assignment and Assumption Agreement pursuant to which it became a
Lender, or such other office or offices for Eurodollar Loans of such Lender as
such Lender may from time to time specify to the Borrowers and the Domestic
Administrative Agent.


 


“Eurodollar Loans” shall mean each Loan bearing interest
at the rates provided in section 2.8(b).


 


“Eurodollar Rate” shall mean with respect to each
Interest Period for a Eurodollar Loan, (i) the rate per annum which appears on
page 5 of the Telerate Screen for Eurodollar loans (or on any successor or
substitute page, or on any electronic publication of a recognized service
organization providing comparable rate quotations, in any case as determined
from time to time by, as applicable, the Domestic Administrative Agent or the
Canadian Administrative Agent) for deposits of $1,000,000 in same day funds for
a maturity corresponding to such Interest Period, as of 11:00 A.M. (as the case
may be, Cleveland, Ohio or Toronto, Ontario time) on the date which is two
Business Days prior to the commencement of such Interest Period, divided (and
rounded upward to the nearest 1/16th of 1%) by (ii) a percentage equal to 100% minus the then stated
maximum rate of all reserve requirements (including, without limitation, any
marginal, emergency, supplemental, special or other reserves and without
benefit of credits for proration, exceptions or offsets which may be available


 


15

















 


from time to time) applicable to, as the case may be, any member bank
of the Federal Reserve System in respect of Eurocurrency liabilities as defined
in Regulation D (or any successor category of liabilities under Regulation D)
or any Canadian Facility Lender.


 


In the event that such rate is not available at such
time for any reason, the rate referred to in clause (i) above shall be the
interest rate per annum equal to the average (rounded upward to the nearest
1/16th of 1% per annum), of the rate per annum at which Dollar deposits of
$1,000,000 for a maturity corresponding to the Interest Period are offered to
each of the Reference Banks by prime banks in the London interbank Eurodollar
market, determined as of 11:00 A.M. (London time) on the date which is two
Business Days prior to the commencement of such Interest Period.


 


“Event of Default” shall have the meaning provided in section
12.1.


 


“Excluded Taxes” shall mean, with respect to any Lender,


 


(i)            any income or
franchise tax imposed on or measured by the net income or net profits,
receipts, capital or net worth of such Lender (a) pursuant to, in the case of a
Domestic Revolving Facility Lender or a Domestic Term Loan Lender, the laws of
the United States and, in the case of a Canadian Facility Lender, the laws of Canada
(or of any jurisdiction within, as the case may be, the United States or
Canada, except to the extent that such jurisdiction within the United States or
Canada imposes such tax solely in connection with such Lender’s enforcement of
its rights or exercise of its remedies under the Credit Documents), (b)
pursuant to the laws of the jurisdiction under which such Lender is organized,
(c) pursuant to the laws of the jurisdiction in which the principal office of
such Lender is located, or (d) pursuant to the laws of the jurisdiction in
which the Applicable Lending Office of such Lender is located,


 


(ii)           any branch profits tax
imposed pursuant to, in the case of a Domestic Revolving Facility Lender or a
Domestic Term Loan Lender, the laws of the United States and, in the case of a
Canadian Facility Lender, the laws of the Dominion of Canada or similar tax
pursuant to the laws of any other jurisdiction described in clause (i), above,
and


 


(iii)          in the case of any
Foreign Lender, any withholding tax that (a) is in effect and would apply to
amounts payable to such Foreign Lender at the time such Foreign Lender becomes
a party to this Agreement or designates a new Applicable Lending Office or (b)
is attributable to such Foreign Lender’s failure to comply with its obligations
under section 7.4(c).


 


Notwithstanding the foregoing, (A) any tax (even if imposed on or
measured by income, profits or receipts) payable pursuant to paragraph (ii) of section
7.4(a) shall not be an Excluded Tax, and (B) a withholding tax will not be
an Excluded Tax to the extent that (1) it is imposed on amounts payable to a
Foreign Lender by reason of an assignment made to such Foreign Lender at the
Borrowers’ request pursuant to section 7.4(b), (2) it is imposed on
amounts payable to a Foreign Lender by reason of any other assignment and does
not exceed that amount for which the assignor would have been indemnified under
section 7.4(a), or (3) in the case of designation of a new Applicable
Lending Office, it does not exceed the amount for which such Foreign Lender
would have been indemnified if it had not designated a new Applicable Lending
Office.


 


16

















 


“Existing Agreement Agents”, “Existing Agreement Borrowers”, “Existing Agreement Issuers”,
“Existing
Agreement Lenders”, “Existing Credit Agreement”, “Existing Letters of Credit”
and “Existing Revolving Loans”
shall have the meanings provided in the Preliminary Statements.


 


“Existing Indebtedness” shall have the meaning provided
in section 9.18.


 


“Existing Indebtedness Agreements” shall have the meaning
provided in section 9.18.


 


“Facility” shall mean the Domestic Revolving Facility,
the Swing Line Revolving Facility, the Canadian Revolving Facility, or the
Domestic Term Loan Facility, as applicable.


 


“Facility Fee” shall have the meaning provided in section
5.1(a).


 


“Facing Fee” shall have the meaning provided in section
5.2(c).


 


“Federal Funds Effective Rate” shall mean, for any
period, a fluctuating interest rate equal for each day during such period to
the weighted average of the rates on overnight Federal Funds transactions with
members of the Federal Reserve System arranged by Federal Funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of
the quotations for such day on such transactions received by the Domestic
Administrative Agent from three Federal Funds brokers of recognized standing
selected by, as applicable, the Domestic Administrative Agent or the Canadian
Administrative Agent.


 


“Fee Letter” shall have the meaning provided in section
5.2(b).


 


“Fees” shall mean all amounts payable pursuant to, or
referred to in, section 5.


 


“Financial Hedge Agreement” shall mean (i) any interest
rate swap agreement, any interest rate cap agreement, any interest rate collar
agreement or other similar agreement or arrangement; and (ii) any currency swap
agreement, forward currency purchase agreement or similar agreement or
arrangement.


 


“Financial Projections” shall have the meaning provided
in section 9.8(b).


 


“Flex Eurodollar Loan” shall mean each
Swing Line Revolving Loan bearing interest at the rates provided in section
2.8(e).


 


“Flex Eurodollar Rate” shall mean for
each day on which a Flex Eurodollar Loan is outstanding, (i) the rate per annum
determined by the Domestic Administrative Agent to appear on such date on page
5 of the Telerate Screen for Eurodollar loans (or on any successor or
substitute page, or on any electronic publication of a recognized service
organization providing comparable rate quotations, in any case as determined
from time to time by the Domestic Administrative Agent) for deposits of
$1,000,000 in same day funds, for a maturity corresponding to an Interest
Period of


 


17

















 


one month, as of 11:00 A.M. (Cleveland, Ohio time), with each such Flex
Eurodollar Rate being re-determined in such manner on each Business Day on
which such Flex Eurodollar Loan is outstanding, divided (and rounded upward to
the nearest 1/16th of 1%) by (ii) a percentage equal to 100% minus the then stated
maximum rate of all reserve requirements (including, without limitation, any
marginal, emergency, supplemental, special or other reserves and without
benefit of credits for proration, exceptions or offsets which may be available
from time to time) applicable to any member bank of the Federal Reserve System
in respect of Eurocurrency liabilities as defined in Regulation D (or any
successor category of liabilities under Regulation D).


 


In the event that such rate is not available at such
time for any reason, the rate referred to in clause (i) above shall be the
interest rate per annum equal to the average (rounded upward to the nearest
1/16th of 1% per annum), of the rate per annum at which Dollar deposits of
$1,000,000 for a maturity corresponding to the one-month Interest Period are
offered to each of the Reference Banks by prime banks in the London interbank
Eurodollar market, determined as of 11:00 A.M. (London time) on each day that
such Flex Eurodollar Loan is outstanding and being re-determined on a daily
basis as provided above.


 


“Foreign Borrower” shall mean any Borrower which is a
Foreign Subsidiary.


 


“Foreign Lender” shall mean, as to Domestic Revolving
Facility Lenders and Domestic Term Loan Lenders, any Lender that is organized
under the laws of a jurisdiction outside of the United States; and, as to
Canadian Facility Lenders, any Lender that is organized under the laws of a
jurisdiction outside of Canada.


 


“Foreign Subsidiary” shall mean any Subsidiary that is
not a Domestic Subsidiary.


 


“GAAP” shall mean accounting principles generally
accepted in the United States as in effect from time to time; it being
understood and agreed that determinations in accordance with GAAP for purposes
of section 11, including defined terms as used therein, are subject (to
the extent provided therein) to sections 1.3 and 15.7(a).


 


“Genlyte Group” shall have the meaning in the first
paragraph of this Agreement.


 


“Genlyte General Nova Scotia” shall have the meaning
provided in the first paragraph of this Agreement.


 


“Genlyte Limited Nova Scotia” shall have the meaning
provided in the first paragraph of this Agreement.


 


“Genlyte Thomas” shall have the meaning provided in the
first paragraph of this Agreement.


 


“GTG Intangible” shall have the meaning provided in the
Preliminary Statements.


 


“Guaranteed Obligations” shall have the meaning provided
in section 14.1.


 


18

















 


“Guaranties” shall mean each of the Guaranty Agreements,
of even date herewith, in favor of the applicable Administrative Agents and the
applicable Lenders from one of the Guarantors, and any other Guaranty
Agreements executed after the date hereof by another Guarantor as the same may
be amended or modified from time to time.


 


“Guarantor” shall mean any of the Domestic Facility
Guarantors and the Canadian Facility Guarantors and “Guarantors” shall mean, collectively, the
Domestic Facility Guarantors and the Canadian Facility Guarantors.  Without limiting generality of the preceding
sentence, the Receivables Facility Subsidiary shall not be a Guarantor.


 


“Guaranty Obligations” shall mean as to any person
(without duplication) any obligation of such person guaranteeing any
Indebtedness (“primary Indebtedness”)
of any other person (the “primary obligor”) in any manner, whether directly or
indirectly, including, without limitation, any obligation of such person,
whether or not contingent, (a) to purchase any such primary Indebtedness or any
property constituting direct or indirect security therefor, (b) to advance or
supply funds (i) for the purchase or payment of any such primary Indebtedness or
(ii) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (c) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary Indebtedness of the ability of the primary
obligor to make payment of such primary Indebtedness, or (d) otherwise to
assure or hold harmless the owner of such primary Indebtedness against loss in
respect thereof, provided, however,
that the term Guaranty Obligation shall not include endorsements of instruments
for deposit or collection in the ordinary course of business. The amount of any
Guaranty Obligation shall be deemed to be an amount equal to the stated or
determinable amount of the primary Indebtedness in respect of which such
Guaranty Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such person is
required to perform thereunder) as determined by such person in good faith.


 


“Hazardous Materials” shall mean (i) any petrochemical or
petroleum products, radioactive materials, asbestos in any form that is or
could become friable, urea formaldehyde foam insulation, transformers or other
equipment that contain dielectric fluid containing levels of polychlorinated
biphenyls, and radon gas; and (ii) any chemicals, materials or substances
defined as or included in the definition of “hazardous substances”, “hazardous
wastes”, “hazardous materials”, “restricted hazardous materials”, “extremely
hazardous wastes”, “restrictive hazardous wastes”, “toxic substances”, “toxic
pollutants”, “contaminants” or “pollutants”, or words of similar meaning and
regulatory effect, under any applicable Environmental Law.


 


“Hedge Agreement” shall mean any Commodity Hedge
Agreement and any Financial Hedge Agreement.


 


“Increased Commitment Canadian Revolving Facility Lender”
shall have the meaning provided in section 2.1(f).


 


“Increased Commitment Domestic Revolving Facility Lender”
shall have the meaning provided in section 2.1(e).


 


19

















 


“Indebtedness” of any person shall mean without
duplication:


 


(i)            all indebtedness of
such person for borrowed money;


 


(ii)           all bonds, notes,
debentures and similar debt securities of such person;


 


(iii)          the deferred purchase
price of capital assets or services which in accordance with GAAP would be
shown on the liability side of the balance sheet of such person;


 


(iv)          the face amount of all
letters of credit issued for the account of such person and, without
duplication, all drafts drawn thereunder;


 


(v)           all obligations,
contingent or otherwise, of such person in respect of bankers’ acceptances;


 


(vi)          all Indebtedness of a
second person secured by any Lien on any property owned by such first person,
whether or not such Indebtedness has been assumed;


 


(vii)         all Capitalized Lease
Obligations of such person;


 


(viii)        the present value,
determined on the basis of the implicit interest rate, of all basic rental
obligations under all Synthetic Leases of such person;


 


(ix)           all net obligations of
such person under Hedge Agreements;


 


(x)            the full outstanding
balance of trade receivables, notes or other instruments sold with full
recourse for amounts that are uncollectible on account of the insolvency,
bankruptcy or lack of creditworthiness of the applicable obligor thereof (and
the portion thereof subject to potential recourse for such amounts, if sold
with limited recourse), other than in any such case any thereof sold solely for
purposes of collection of delinquent accounts;


 


(xi)           the stated value, or
liquidation value if higher, of all Redeemable Stock of such person; and


 


(xii)          all Guaranty Obligations
of such person of any indebtedness or other obligation of the type described in
clauses (i) through (xi) above;


 


provided that (a)
neither trade payables nor other similar accrued expenses, in each case arising
in the ordinary course of business, nor obligations in respect of insurance
policies or performance or surety bonds which themselves are not guarantees of
Indebtedness (nor drafts, acceptances or similar instruments evidencing the
same nor obligations in respect of letters of credit supporting the payment of
the same) that are no more than forty-five days delinquent, shall constitute
Indebtedness; and (b) the Indebtedness of any person shall in any event include
(without duplication) the Indebtedness of any other entity (including any
general partnership in which such person is a general partner) to the extent
such person is liable thereon as a result of such person’s ownership interest
in


 


20

















 


or other relationship with such entity, except to the extent the terms
of such Indebtedness provide expressly that such person is not liable thereon.


 


“Interest Period” with respect to any Eurodollar Loan and
any CDOR Loan shall mean the interest period applicable thereto, as determined
pursuant to section 2.9; provided, however, that for purposes of determining the
fluctuating rate of interest applicable to Flex Eurodollar Loans, “Interest
Period” shall mean one month.


 


“Leaseholds” of any person means all the right, title and
interest of such person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.


 


“Lender” shall have the meaning provided in the first
paragraph of this Agreement, and shall include any Domestic Revolving Facility
Lender, any Canadian Facility Lender and any Domestic Term Loan Lender.


 


“Lender Default” shall mean (i) the refusal (which has
not been retracted) of a Lender in violation of its obligations under this
Agreement to make available its portion of any incurrence of Loans, to fund its
portion of any Swing Line Participation Amount under section 2.5(b), or
to fulfill is obligations as a Participant with respect to Letters of Credit
under section 3.4 or Section 4.4 
(ii) a Lender having notified the Administrative Agents and/or the
Borrowers that it does not intend to comply with such obligations, in the case
of either (i) or (ii) as a result of the appointment of a receiver or
conservator with respect to such Lender at the direction or request of any
regulatory agency or authority.


 


“Lender Register” shall have the meaning provided in section
15.16.


 


“Letter of Credit” shall mean a Domestic Facility Letter
of Credit or a Canadian Facility Letter of Credit, as applicable, and “Letters of
Credit” shall mean, collectively, the Domestic Facility
Letters of Credit and Canadian Facility Letters of Credit and shall include
without limitation the Existing Letters of Credit.


 


“Letter of Credit Documents” shall have the meaning
provided in section 3.2(a).


 


“Letter of Credit Fee” shall have the meaning provided in
section 5.2(b).


 


“Letter of Credit Issuer” shall have the meaning provided
in the first paragraph of this Agreement, together with such other Lender that
is requested, and agrees, to so act by the Borrowers, and is approved by the
Administrative Agents.


 


“Lien” shall mean any mortgage, pledge, security
interest, encumbrance, lien, lease or charge of any kind (including any
agreement or consignment arrangement to give any of the foregoing, any
conditional sale or other title retention agreement or any lease in the nature
thereof).


 


“Loan” shall have the meaning provided in section 2.1
and shall include any Domestic Revolving Loan, Swing Line Revolving Loan,
Canadian Revolving Loan, or Domestic Term Loan, as the case may be.


 


21

















 


“Margin Stock” shall have the meaning provided in Regulation
U.


 


“Material Adverse Effect” shall mean any or all of the
following:  (i) any material adverse
effect on the business, operations, property, prospects, assets, liabilities or
condition (financial or otherwise) of, when used with reference to the Borrowers,
or any of their respective Subsidiaries, the Borrowers and such Subsidiaries,
taken as a whole, or when used with reference to any other person, such person
and its Subsidiaries, taken as a whole, as the case may be; (ii) any material
adverse effect on the ability of each of the Credit Parties to perform its
obligations under the Credit Documents to which it is a party; (iii) any
material adverse effect on the ability of the Borrowers, the Guarantors and
their respective Subsidiaries, taken as a whole, to pay their liabilities and
obligations as they mature or become due; or (iv) any material adverse effect
on the validity, effectiveness or enforceability, as against any Credit Party,
of any of the Credit Documents to which it is a party.


 


“Material Subsidiary” shall mean, at any time, any
Subsidiary of Genlyte Group (i) that has assets at such time comprising three
percent (3%) or more of the consolidated assets of Genlyte Group, or (ii) whose
operations in the current fiscal year are expected to, or whose operations in
the most recent fiscal year did (or would have if such person had been a
Subsidiary for such entire fiscal year), represent three percent (3%) or more
of the consolidated earnings before interest, taxes, depreciation and
amortization of Genlyte Group for such fiscal year; provided, however, that notwithstanding the
foregoing , the term “Material Subsidiary” shall (a) include, without
limitation, Genlyte Thomas, Genlyte Holdings, Genlyte Lighting, Genlyte Limited
Nova Scotia, Genlyte General Nova Scotia, Genlyte Canadian Holdings, LLC,
Genlyte Intangible Inc., Shakespeare Composite Structures LLC, GTG Intangible,
Genlyte International Acquisitions LP, Canlyte Inc., Ledalite Architectural
Products LP, Lumec Holding Corp., Lumec Inc. and any other Subsidiary which
becomes a Borrower hereunder and (b) not include the Receivables Facility
Subsidiary.


 


“Maturity Date” shall mean July 31, 2009, or such earlier
date on which the Total Commitment is terminated.


 


“Minimum Borrowing Amount” shall mean (i) for Domestic
Revolving Loans which are (A) Domestic Prime Rate Loans, $500,000, with minimum
increments thereafter of $100,000, or (B) Eurodollar Loans, $2,000,000, with
minimum increments thereafter of $1,000,000; (ii) for Swing Line Revolving Loans,
$500,000, with minimum increments thereafter of $100,000; (iii) for Canadian
Revolving Loans which are (A) Canadian Prime Rate Loans, CDN$500,000, with
minimum increments thereafter of CDN$100,000, (B) CDOR Loans, CDN$2,000,000,
with minimum increments thereafter of CDN$500,000, (C) Domestic Prime Rate
Loans, $500,000, with minimum increments thereafter of $100,000, or (D)
Eurodollar Loans, $2,000,000, with minimum increments thereafter of $1,000,000;
and (iv) for Domestic Term Loans which are (A) Domestic Prime Rate Loans,
$500,000, with minimum increments thereafter of $100,000 (or at any time such
lesser amount that is the difference between the aggregate principal balance of
the Domestic Term Loans at such time and the aggregate principal balance of all
Eurodollar Loans that constitute a portion of the Domestic Term Loans at such
time), or (B) Eurodollar Loans, $2,000,000, with minimum increments thereafter
of $1,000,000.


 


“Moody’s” shall mean Moody’s Investors Service, Inc. and
its successors.


 


22

















 


“Multiemployer Plan” shall mean a multiemployer plan, as
defined in section 4001(a)(3) of ERISA to which a Borrower or any ERISA
Affiliate is making or accruing an obligation to make contributions or has
within any of the preceding five plan years made or accrued an obligation to
make contributions.


 


“Multiple Employer Plan” shall mean an employee benefit
plan, other than a Multiemployer Plan, to which a Borrower or any ERISA
Affiliate, and one or more employers other than the Borrowers or an ERISA
Affiliate, is making or accruing an obligation to make contributions or, in the
event that any such plan has been terminated, to which a Borrower or an ERISA
Affiliate made or accrued an obligation to make contributions during any of the
five plan years preceding the date of termination of such plan.


 


“NCB” shall mean National City Bank of Kentucky, a
national banking association, together with its successors and assigns.


 


“Net Cash Proceeds” shall mean, with respect to any Asset
Sale, the Cash Proceeds resulting therefrom net of (i) commissions, cost
valuations and other reasonable and customary expenses of sale incurred in
connection with such Asset Sale, and other reasonable and customary fees and
expenses incurred, and all state, and local taxes paid or reasonably estimated
to be payable by such person, as a consequence of such Asset Sale and the
payment of principal, premium and interest of Indebtedness secured by the asset
which is the subject of the Asset Sale and required to be, and which is, repaid
under the terms thereof as a result of such Asset Sale, (ii) amounts of any
distributions payable to holders of minority interests in the relevant person
or in the relevant property or assets and (iii) incremental income taxes paid
or payable as a result thereof.


 


“Non-Defaulting Lender” shall mean each Lender other than
a Defaulting Lender.


 


“Non-Increasing Canadian Facility Lender” shall have the
meaning provided in section 2.1(f).


 


“Non-Increasing Domestic Revolving Facility Lender” shall
have the meaning provided in section 2.1(e).


 


“Note” shall mean a Domestic Revolving Note, a Domestic
Term Loan Note, a Swing Line Revolving Note or a Canadian Revolving Note.


 


“Notice of Borrowing” shall have the meaning provided in section
2.3(a).


 


“Notice of Continuation” shall have the meaning provided
in section 2.9(a).


 


“Notice of Conversion” shall have the meaning provided in
section 2.7.


 


“Notice Office” shall mean (i) with respect to the
Domestic Administrative Agent, the office of the Domestic Administrative Agent
at 629 Euclid Avenue, Second Floor, Cleveland, Ohio 44114, Attention: Agent
Services Division, Locator number 3028 (facsimile: (216) 222-0103), or such
other


 


23

















 


office, located in a city in the United States Eastern Time Zone, as
the Domestic Administrative Agent may designate to the Borrowers or Lenders
from time to time and (ii) with respect to the Canadian Administrative Agent,
the office of the Canadian Administrative Agent at 161 Bay Street, Suite 4240,
Toronto, Ontario M5J2S1  (facsimile: (416) 363-7574), or such other
office  as
the Canadian Administrative Agent may designate to the Borrowers or Lenders
from time to time.


 


“Notice of Swing Line Refunding” shall have the meaning
provided in section 2.5(a).


 


“Obligations” shall mean (a) all amounts, direct or
indirect, contingent or absolute, of every type or description, and at any time
existing, owing by any of the Borrowers or any other Credit Party to either
Administrative Agent or any Lender pursuant to the terms of this Agreement or
any other Credit Document and (b) all amounts direct or indirect, contingent or
absolute, of every type or description, and at any time existing, owing by
Genlyte Group or any of its Material Subsidiaries under and pursuant to a
Specified Hedge Agreement; provided, that (i) Obligations of Genlyte Group or any
Material Subsidiary under any Specified Hedge Agreement
shall be secured and guaranteed pursuant to the Security Documents only to the
extent that, and for so long as, the other Obligations are so secured and
guaranteed, (ii) any release of Collateral or Guarantors effected in the manner
permitted by this Agreement shall not require the consent of holders of
obligations under Specified Hedge Agreements (other than, as to
any such holders that are Lenders, in their capacity as Lenders hereunder),
and (iii) the amount of Obligations under any Specified Hedge
Agreement that is guaranteed and secured by the Security
Documents shall not exceed the amount that would be payable (or would permit
the Lender or Lender Affiliate counterparty thereto to cause to become payable)
by, as the case may be, Genlyte Group or its Material Subsidiary that is party
thereto (after giving effect to any netting agreement) upon the occurrence of
any default or other termination thereunder (after notice and opportunity to
cure to the extent, if any, provided for in such Specified Hedge
Agreement).


 


“Operating Lease” as applied to any person shall mean any
lease of any property (whether real, personal or mixed) by that person as
lessee which, in conformity with GAAP, is not accounted for as a Capital Lease
on the balance sheet of that person.


 


“Participant” shall mean a Domestic Facility Participant
and/or a Canadian Facility Participant, as applicable.


 


“Payment Office” shall mean (i) with respect to
Borrowings under the Domestic Revolving Facility or the Swing Line Revolving
Facility, the office of the Domestic Administrative Agent at 629 Euclid Avenue,
Second Floor, Cleveland, Ohio 44114, Attention: Agent Services Division,
Locator number 3028 (facsimile: (216) 222-0103), or such other office, located
in a city in the United States Eastern Time Zone, as the Domestic
Administrative Agent may designate to the Borrowers or Domestic Revolving
Facility Lenders from time to time and (ii) with regard to Borrowings under the
Canadian Revolving Facility, the office of the Canadian Administrative Agent at
161 Bay Street, Suite 4240, Toronto, Ontario M5J2S1  (facsimile: (416) 363-7574),
or such other office  as the Canadian Administrative Agent may
designate to the Borrowers or Canadian Facility Lenders from time to time.


 


24

















 


“PBGC” shall mean the Pension Benefit Guaranty Corporation
established pursuant to section 4002 of ERISA, or any successor thereto.


 


“Permitted Acquisition” shall mean and include any
Acquisition as to which all of the following conditions are satisfied:


 


(i)            such Acquisition
involves a line or lines of business which is complementary to the lines of
business in which a Borrower or any of its Material Subsidiaries, as the case
may be, making the Acquisition is engaged on the Effective Date, unless the Required
Lenders specifically approve or consent to such Acquisition in writing;


 


(ii)           such Acquisition is not
actively opposed by the Board of Directors (or similar governing body) of the
selling person or the person whose equity interests are to be acquired, unless all of the
Lenders specifically approve or consent to such Acquisition in writing; and


 


(iii)          Genlyte Group has
reasonably determined that, on a pro forma basis, such Acquisition is not likely to cause
a breach of the financial covenants contained in sections 11.7 and 11.8;


 


provided, that the
term Permitted Acquisition specifically excludes any loans, advances or
minority investments otherwise permitted pursuant to section 11.5.


 


“Permitted Liens” shall mean Liens described in section
11.3.


 


“Person” or “person” shall mean any individual, partnership, joint
venture, firm, corporation, limited liability company, association, trust or
other enterprise or any government or political subdivision or any agency,
department or instrumentality thereof.


 


“Plan” shall mean any pension plan as defined in section
3(2) of ERISA and any multiemployer or single-employer plan as defined in
section 4001 of ERISA, which is maintained or contributed to by (or to which
there is an obligation to contribute by) a Borrower or any Subsidiary or an
ERISA Affiliate, and each such plan for the five year period immediately
following the latest date on which a Borrower or any Subsidiary or an ERISA
Affiliate maintained, contributed to or had an obligation to contribute to such
plan.


 


“Pledge Agreement” shall mean each Pledge Agreement
between Genlyte Group, Genlyte Thomas, Genlyte Intangible Inc., Canlyte Inc.,
Lumec Holding Corp. or other Credit Party, and the Administrative Agents, as
collateral agents, as the same may be amended or modified from time to time,
which secures the Obligations.


 


“Pledged Entity” shall mean each
Person, the capital stock or other equity or ownership interests of which has
been pledged under a Pledge Agreement.


 


“Principal Officer” shall mean any officer of a Borrower
whose title is (including any title which is substantially the same as):  (i) Chief Executive Officer, (ii) President,
(iii) Chief Financial Officer or Vice President-Finance, or (iv) Treasurer.


 


25

















 


“Prohibited Transaction” shall mean a transaction with
respect to a Plan that is prohibited under section 4975 of the Code or section
406 of ERISA and not exempt under section 4975 of the Code or section 408 of
ERISA.


 


“Purchase Agreement” shall mean the Purchase Agreement
dated May 20, 2004 among the Thomas Industries, Inc., as seller (for itself and
its “Transferring Affiliates”), Genlyte Group, as purchaser in respect of the
Thomas Interests, and Genlyte Thomas, as amended by the letter agreement among
such parties dated July 29, 2004.


 


“Purchase Date” shall have the meaning provided in section
2.5(b).


 


“Qualified Receivables Facility Requirements” means, with
respect to any accounts receivable securitization facility entered into by
Genlyte Group and any one or more of its Subsidiaries after the Closing Date,
the following requirements:


 


(i)            Genlyte Group shall
have delivered to the Administrative Agent (A) no later than ten (10) Business
Days prior to the effective date of such accounts receivable securitization
facility (or such lesser period as the Administrative Agents may approve in
writing), drafts of any and all documents evidencing, securing or otherwise
governing such accounts receivable securitization facility and (B) no later
than three (3) Business Days prior to the effective date of such accounts
receivable securitization facility (or such lesser period as the Administrative
Agents may approve in writing), final versions of all such documents;


 


(ii)           the “seller” (or
equivalent party otherwise named) to Persons who are not Affiliates of Genlyte
Group of accounts receivable under such accounts receivable securitization
facility is a Receivables Facility Subsidiary.


 


(iii)          the maximum amount of
“capital” (or equivalent term used to describe obligations outstanding under
such accounts receivable securitization facility that would be characterized as
loan principal if such accounts receivable securitization facility were
structured as a secured lending facility rather than as a purchase facility)
that is permitted to be outstanding at any time shall not be greater than
$110,000,000;


 


(iv)          the scheduled maturity
of such accounts receivable securitization facility shall not be earlier than
362 days after the initial effective date of such accounts receivable
securitization facility;


 


(v)           the Receivables
Facility Subsidiary thereunder is required to apply all funds available to it
(after giving effect to the allocation of funds to reserves required under the
terms of such accounts receivable securitization facility and to the payment of
interest, principal and other amounts owed under such accounts receivable
securitization facility) to pay the purchase price for accounts receivable;


 


(vi)          the Administrative
Agents are satisfied that the “amortization events” (or equivalent term used to
describe default or termination events in respect of such accounts


 


26

















 


receivable securitization facility) in such accounts
receivable securitization facility shall not be made more onerous on Genlyte
Group and its Subsidiaries that are party thereto in any material respect than
those contained in the Qualified Receivables Purchase Agreement, as it provides
on the date of this Agreement (or is modified in accordance with the provisions
of this Agreement);


 


(vii)         the Administrative Agents
are satisfied that the degree of recourse to Genlyte Group and Subsidiaries
party thereto under or in respect of such accounts receivable securitization
facility shall not be increased in any material respect from the degree of
recourse to Genlyte Group and its Subsidiaries that are parties to the
Qualified Receivables Sale Agreement, the Qualified Receivables Purchase
Agreement and the other Transaction Documents, as they provide on the date of
this Agreement (or are modified in accordance with the provisions of this
Agreement), and in no event shall Genlyte or any of its Subsidiaries (other
than the Receivables Facility Subsidiary) have recourse liability under such
accounts receivable securitization facility, other than Standard
Securitization Undertakings;


 


(viii)        the Administrative Agents
are satisfied that the covenants of Genlyte Group and its Subsidiaries that are
party to such accounts receivable securitization facility shall not be made
more restrictive (whether through the modification of existing covenants or the
provision of additional covenants) to Genlyte Group and such Subsidiaries in
any material respect than those contained in the Qualified Receivables Sale
Agreement, the Qualified Receivables Purchase Agreement and the other
Transaction Documents, as they provide on the date of this Agreement (or are
modified in accordance with the provisions of this Agreement); provided that any
such modification that conforms such covenants of such parties to such accounts
receivable securitization facility to the covenants of the Borrowers contained
in this Agreement shall not be deemed to make such covenants more restrictive
for the purposes of this clause (viii);


 


(ix)           the Administrative
Agents are satisfied that such accounts receivable securitization facility does
not, in any material respect, provide for the transfer of, or the grant of a
Lien in, (A) any property of any Credit Party, other than the Subsidiaries that
are parties to such accounts receivable securitization facility or (B) any
property of Genlyte Group or any of its Subsidiaries that is not of the type or
category of property transferred or encumbered pursuant to, as the case may be,
the Qualified Receivables Sale Agreement, the Qualified Receivables Purchase
Agreement and the other Transaction Documents, as they provide on the date of
this Agreement (or are modified in accordance with the provisions of this
Agreement); and


 


(x)            the parties to this
Agreement shall have executed and delivered to the Administrative Agents such
amendment to this Agreement as the Administrative Agents deem reasonably
necessary to amend the meanings of defined terms used in this Agreement that
are defined by reference to the Qualified Receivables Purchase Agreement, as it
provides on the date of this Agreement (or is modified in accordance with the
provisions of this Agreement), to conform to the equivalent terms defined in
the documents evidencing, securing or otherwise governing such accounts
receivable securitization facility.


 


27

















 


“Qualified Receivables Transaction” means (i)
collectively, the transactions entered into by the Receivables Facility
Subsidiary and Genlyte Group, Genlyte Thomas and certain of Genlyte Thomas’
Subsidiaries pursuant to, collectively, the Qualified Receivables Sale
Agreement, the Qualified Receivables Purchase Agreement and the other
Transaction Documents and (ii) any replacement accounts receivable
securitization facility that meets the Qualified Receivables Facility Requirements.


 


“Qualified Receivables Purchase
Agreement” means the Receivables Purchase Agreement dated as of
August 2, 2004 among the Receivables Facility Subsidiary, as seller, Genlyte
Thomas, as servicer, Jupiter Securitization Corporation, the banks and other
financial institutions party thereto and Bank One, NA (Main Office Chicago), as
agent, as such agreement may be amended, restated or otherwise modified from
time to time in accordance with the provisions of this Agreement.


 


“Qualified Receivables Sale Agreement”
means the Receivables Sale Agreement dated as of August 2, 2004, among Genlyte
Thomas and certain of its Subsidaries from time to time party thereto, as
sellers, and the Receivables Facility Subsidiary, as purchaser, as such
agreement may be amended, restated or otherwise modified from time to time in
accordance with the provisions of this Agreement.


 


“RCRA” shall mean the Resource Conservation and Recovery
Act, as the same may be amended from time to time, 42 U.S.C. § 6901 et seq.


 


“Real Property” of any person shall mean all of the
right, title and interest of such person in and to land, improvements and
fixtures, including Leaseholds.


 


“Receivables” shall have the meaning provided in the
Qualified Receivables Purchase Agreement.


 


“Receivables Facility Assets” means, collectively, (i)
all Receivables which are described as being transferred by Genlyte Thomas or
certain of its Subsidiaries or the Receivables Facility Subsidiary pursuant to
a Qualified Receivables Transaction, (ii) all Related Security (as defined in
the Qualified Receivables Purchase Agreement), and (iii) all Collections (as
defined in the Qualified Receivables Purchase Agreement) and other proceeds of
such Receivables.


 


“Receivables Facility Subsidiary” means (i) Genlyte Receivables
Corporation, a Delaware corporation, that is a bankruptcy-remote, special
purpose, Wholly-Owned Subsidiary of Genlyte Group created in connection with
the Qualified Receivables Transaction that is effective on the Closing Date,
which Subsidiary shall engage in no activities other than those incidental to
such Qualified Receivables Transaction and which is designated as a Receivables
Facility Subsidiary therefor by Genlyte Group’s Board of Directors and (ii)
with respect to any other Qualified Receivables Transaction entered into by
Genlyte Group or any of its Subsidiaries after the Closing Date, any other
bankruptcy-remote, special purpose, Wholly-Owned Domestic Subsidiary of Genlyte
Group which engages in no activities other than those incidental to the
Qualified Receivables Transaction to which it is a party and which is
designated as the Receivables Facility Subsidiary therefor by Genlyte Group’s
Board of Directors, in each case so long as neither Genlyte Group nor


 


28

















 


any of its other Subsidiaries has any obligation to maintain or
preserve such Subsidiary’s financial condition or cause such Subsidiary to
achieve certain levels of operating results. 
As used in the foregoing sentence, activities that are “incidental” to a
Qualified Receivables Transaction shall include, without limitation, the return
to Genlyte Group of capital contributed to the Receivables Facility Subsidiary
by Genlyte Group, the repayment to Genlyte Group of loans advanced to the Receivables
Facility Subsidiary by Genlyte Group, the advance of loans by the Receivables
Facility Subsidiary to Genlyte Group or any Material Subsidiary, and the
acceptance by the Receivables Facility Subsidiary of repayments by Genlyte
Group of loans advanced to Genlyte Group by the Receivables Facility
Subsidiary.


 


“Receivables Purchase Note” means the “Subordinated Note”
as defined in, and issued by the Receivables Facility Subsidiary pursuant to,
the Qualified Receivables Sale Agreement to evidence its obligation to pay the
purchase price for Receivables to Genlyte Thomas or certain of its Subsidiaries
in connection with a Qualified Receivables Transaction.


 


“Redeemable Stock” shall mean with respect to any person
any capital stock or similar equity interests of such person that (i) is by its
terms subject to mandatory redemption, in whole or in part, pursuant to a
sinking fund, scheduled redemption or similar provisions, at any time prior to
the Maturity Date; or (ii) otherwise is required to be repurchased or retired
on a scheduled date or dates, upon the occurrence of any event or circumstance,
or at the option of the holder or holders thereof, or otherwise, at any time
prior to the Maturity Date, other than any such redemption, repurchase or
retirement occasioned by a “change of control” or similar event.


 


“Reference Banks” shall mean (a) with respect to Domestic
Revolving Loans and Domestic Term Loans (i) National City Bank, and (ii) any
other Lender or Lenders (A) selected as a Reference Bank by the Domestic
Administrative Agent and the Required Domestic Revolving Facility Lenders and
Required Domestic Term Loan Lenders, and (B) whose selection is approved by the
Domestic Facility Borrowers, such approval not to be unreasonably withheld or
delayed and (b) with respect to Canadian Revolving Loans (i) Bank One and (ii)
any other Lender or Lenders (A) selected as a Reference Bank by the Canadian
Administrative Agent and the Required Canadian Facility Lenders, and (B) whose
selection is approved by the Canadian Facility Borrowers, such approval not to
be unreasonably withheld or delayed.


 


“Regulation D” shall mean Regulation D of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof establishing reserve requirements.


 


“Regulation U” shall mean Regulation U of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof establishing margin requirements.


 


“Reportable Event” shall mean an event described in
section 4043 of ERISA or the regulations thereunder with respect to a Plan,
other than those events as to which the notice requirement is waived under the
PBGC Regulations.


 


29

















 


“Required Canadian Facility Lenders”
shall mean Non-Defaulting Lenders whose outstanding Canadian Revolving Loans
and Unutilized Canadian Revolving Commitments constitute more than 51% of the
sum of the total outstanding Canadian Revolving Loans and Unutilized Canadian
Revolving Commitments of Non-Defaulting Lenders (provided that, for purposes
hereof, none of the Borrowers nor any Affiliate shall be included in (i) the
Lenders holding such amount of the Canadian Revolving Loans or having such amount
of the Unutilized Canadian Revolving Commitments, or (ii) determining the
aggregate unpaid principal amount of the Canadian Revolving Loans or Unutilized
Canadian Revolving Commitments).


 


“Required Domestic Revolving Facility
Lenders” shall mean Non-Defaulting Lenders whose outstanding
Domestic Revolving Loans and Unutilized Domestic Revolving Commitments
constitute more than 51% of the sum of the total outstanding Domestic Revolving
Loans and Unutilized Domestic Revolving Commitments of Non-Defaulting Lenders
(provided that, for purposes hereof, none of the Borrowers nor any Affiliate
shall be included in (i) the Lenders holding such amount of the Domestic
Revolving Loans or having such amount of the Unutilized Domestic Revolving
Commitments, or (ii) determining the aggregate unpaid principal amount of the
Domestic Revolving Loans or Unutilized Domestic Revolving Commitments).


 


“Required Domestic Term Loan Lenders”
shall mean, prior to the advance of the Domestic Term Loans, Non-Defaulting
Lenders whose Domestic Term Loan Commitments constitute more than 51% of the
sum of the total outstanding Domestic Term Loan Commitments of Non-Defaulting
Lenders and, thereafter, Domestic Term Loan Lenders whose outstanding Domestic
Term Loans constitute more than 51% of the sum of the total outstanding
Domestic Term Loans (provided that, for purposes hereof, none of the Borrowers
nor any Affiliate shall be included in (i) the Lenders holding such amount of
the Domestic Term Loans or having such amount of the Domestic Term Loan
Commitments, or (ii) determining the aggregate unpaid principal amount of the
Domestic Term Loans or Domestic Term Loan Commitments).


 


“Required Lenders” shall mean Non-Defaulting Lenders
whose outstanding Domestic Revolving Loans, Canadian Revolving Loans,
Unutilized Domestic Revolving Commitments, Unutilized Canadian Revolving
Commitments and Domestic Term Loans (or prior to the advance of the Domestic
Term Loans, Domestic Term Loan Commitments) constitute more than 51% of the sum
of the total outstanding Domestic Revolving Loans, Canadian Revolving Loans,
Unutilized Domestic Revolving Commitments, Unutilized Canadian Revolving
Commitments and Domestic Term Loans (or prior to the advance of the Domestic
Term Loans, Domestic Term Loan Commitments) of Non-Defaulting Lenders (provided
that, for purposes hereof, none of the Borrowers nor any Affiliate shall be
included in (i) the Lenders holding such amount of the Domestic Revolving
Loans, Canadian Revolving Loans or Domestic Term Loans or having such amount of
the Unutilized Domestic Revolving Commitments, Unutilized Canadian Revolving
Commitments or Domestic Term Loan Commitments, or (ii) determining the
aggregate unpaid principal amount of the Domestic Revolving Loans, Canadian
Revolving Loans, Domestic Term Loans, Unutilized Domestic Revolving
Commitments, Unutilized Canadian Revolving Commitments or Domestic Term Loan
Commitments).


 


“Sale and Lease-Back Transaction” shall mean any
arrangement with any person providing for the leasing by a Borrower or any
Subsidiary of any property (except for temporary leases for a


 


30

















 


term, including any renewal thereof, of not more than one year), which
property has been or is to be sold or transferred by the Borrower or such
Subsidiary to such person.


 


“S&P” shall mean Standard & Poor’s Ratings Group,
a division of McGraw Hill, Inc., and its successors.


 


“SEC” shall mean the United States Securities and
Exchange Commission.


 


“SEC Regulation D” shall mean Regulation D as promulgated
under the Securities Act of 1933, as amended, as the same may be in effect from
time to time.


 


“Security Documents” shall mean the Pledge Agreements,
the Guaranties and each other document pursuant to which any guaranty or Lien
is granted by any Borrower or any of their respective Subsidiaries (other than
the Receivables Facility Subsidiary) to the Domestic Administrative Agent or
the Canadian Administrative Agent, as the case may be, as security for any of
the Obligations.


 


“Solvent” shall mean,
with respect to any Person on a particular date, that on such date (i) the fair
value of the property of such Person is greater than the total amount of
liabilities, including, without limitation, contingent liabilities, of such
Person, (ii) the present fair saleable value of the assets of such Person is
not less than the amount that will be required to pay the probable liability of
such Person on its debts as they become absolute and matured, (iii) such Person
is able to realize upon its assets and pay its debts and other liabilities,
contingent obligations and other commitments as they mature in the normal
course of business, (iv) such Person does not intend to, and does not believe
that it will, incur debts or liabilities beyond such Person’s ability to pay as
such debts and liabilities mature, and (v) such Person is not engaged in
business or a transaction, and is not about to engage in business or a
transaction, for which such Person’s property would constitute unreasonably
small capital after giving due consideration to the prevailing practice in the
industry in which such Person is engaged.


 


“Specified Hedge Agreement”
shall mean any Hedge Agreement entered into in
compliance with the provisions of section 10.10 and (a) entered into by
(i) Genlyte Group or any of its Material Subsidiaries and (ii) any Lender or
any Affiliate thereof and (b) which has been designated by such Lender or
Affiliate thereof and Genlyte Group, by notice to the Administrative Agents not
later than 30 days after the execution and delivery thereof by, as the case may
be, Genlyte Group or such Material Subsidiary, as a Specified Hedge Agreement;  provided that the designation of any Hedge
Agreement as a Specified Hedge
Agreement shall not create in favor of any Lender or Affiliate
thereof that is a party thereto any rights in connection with the management or
release of any Collateral or of the obligations of any Guarantor (other than, as to any such party that is a Lender, its rights in its
capacity as a Lender hereunder); and the amount of exposure
of, or owing to, any Lender under any Specified Hedge Agreement shall not be
taken into account for the purpose of determining Required Canadian Facility
Lenders, Required Domestic Revolving Facility Lenders, Required Domestic Term Loan
Lenders, or Required Lenders.


 


31

















 


“Standard Permitted Liens” shall mean the following:


 


(i)            Liens for taxes not
yet delinquent or Liens for taxes being contested in good faith and by
appropriate proceedings for which adequate reserves have been established;


 


(ii)           Liens in respect of
property or assets imposed by law which were incurred in the ordinary course of
business, such as carriers’, warehousemen’s, materialmen’s and mechanics’ Liens
and other similar Liens arising in the ordinary course of business, which do
not in the aggregate detract from the value of such property or assets or
materially impair the use thereof in the operation of the business of the
Borrowers or any of their respective Subsidiaries and which are not delinquent
or remain payable without penalty or which are being contested in good faith
and by appropriate proceedings, which proceedings have the effect of preventing
the forfeiture or sale of the property subject thereto;


 


(iii)          Liens (other than any
Lien imposed by ERISA) incurred or deposits made in the ordinary course of
business in connection with workers’ compensation, unemployment insurance and
other types of social security; and mechanic’s Liens, carrier’s Liens, and
other Liens to secure the performance of tenders, statutory obligations,
contract bids, government contracts, performance and return-of-money bonds and
other similar obligations, incurred in the ordinary course of business
(exclusive of obligations in respect of the payment for borrowed money),
whether pursuant to statutory requirements, common law or consensual
arrangements;


 


(iv)          Easements,
rights-of-way, zoning or deed restrictions, minor defects or irregularities in
title and other similar charges or encumbrances not adversely affecting in any
material respect the ordinary conduct of the business of the Borrowers or any
of their respective Subsidiaries considered as an entirety;


 


(v)           Liens arising from
judgments, decrees or attachments in circumstances not constituting an Event of
Default under section 12.1(f);


 


(vi)          Leases or subleases
granted to others not interfering in any material respect with the business of
the Borrowers or any of their respective Subsidiaries and any interest or title
of a lessor under any lease not in violation of this Agreement; and


 


(vii)         Rights of consignors and
consignees in respect of consignment arrangements entered into by a Borrower or
any of its Subsidiaries in the ordinary course of business and consistent with
past practice.


 


“Standard Securitization Undertakings” shall
mean representations, warranties, covenants and indemnities made by any Credit
Party in connection with a Qualified Receivables Transaction that are customary
for accounts receivables securitization facilities, provided that Standard Securitization  Undertakings shall not
include Indebtedness (other than Obligations, as defined in the Qualified
Receivables Purchase Agreement) or Guaranty Obligations or recourse obligations
in respect of Receivables that are uncollectible on account of the insolvency,
bankruptcy or lack of creditworthiness of the applicable obligor thereof.  By way of clarification and not limitation,
the


 


32

















 


representations, warranties, covenants and indemnities made by certain
of the Credit Parties under and pursuant to the Transaction Documents, as they
provide on the date of this Agreement (and as modified in accordance with this
Agreement), shall be deemed to be Standard Securitization Undertakings.


 


“Stated Amount” of each Letter of Credit shall mean the
maximum available to be drawn thereunder (regardless of whether any conditions
or other requirements for drawing could then be met).


 


“Subsidiary” of any person shall mean and include (i) any
corporation more than 50% of whose stock of any class or classes having by the
terms thereof ordinary voting power to elect a majority of the directors of
such corporation (irrespective of whether or not at the time stock of any class
or classes of such corporation shall have or might have voting power by reason
of the happening of any contingency) is at the time owned by such person
directly or indirectly through Subsidiaries and (ii) any partnership,
association, joint venture or other entity in which such person directly or
indirectly through Subsidiaries, has more than a 50% equity interest at the
time.  Unless otherwise expressly
provided, all references herein to “Subsidiary” shall mean a Subsidiary of a
Borrower.


 


“Swing Line Exposure” means, at any time, the aggregate
outstanding principal amount of the Swing Line Revolving Loans at such
time.  The Swing Line Exposure of any
Domestic Revolving Facility Lender at any time will be its Domestic Revolving
Percentage of the total Swing Line Exposure at such time.


 


“Swing Line Lender” shall have the meaning provided in
the first paragraph of this Agreement and shall include any other single Lender
to whom the Swing Line Lender has transferred its entire Swing Line Revolving
Commitment and any Swing Line Revolving Loans.


 


“Swing Line Participation Amount” shall have the meaning
provided in section 2.5(b).


 


“Swing Line Revolving Commitment” shall mean, with
respect to the Swing Line Lender, the amount set forth opposite such Lender’s
name in Annex I as its “Swing Line Revolving Commitment” as the same may
be reduced from time to time pursuant to any one or more of sections 6.1,
6.2 and 12.2 or adjusted from time to time as a result of
assignments to or from the Swing Line Lender pursuant to section 15.4.  As of the Closing Date, the Swing Line
Revolving Commitment shall be $20,000,000.


 


“Swing Line Revolving Facility” shall mean the credit
facility evidenced by the Swing Line Revolving Commitment.


 


“Swing Line Revolving Loan” shall have the meaning
provided in section 2.1(b).


 


“Swing Line Revolving Note” shall have the meaning
provided in section 2.6(a).


 


33

















 


“Synthetic Lease” shall mean any lease (i) which is
accounted for by the lessee as an Operating Lease, and (ii) under which the
lessee is intended to be the “owner” of the leased property for Federal income
tax purposes.


 


“Taxes” shall have the meaning
provided in section 7.4.


 


“Testing Period” shall mean for any determination, a
single period consisting of the four consecutive fiscal quarters of the
Borrowers then last ended (whether or not such quarters are all within the same
fiscal year), except
that if a particular provision of this Agreement indicates that a Testing
Period shall be of a different specified duration, such Testing Period shall
consist of the particular fiscal quarter or quarters of the Borrowers then last
ended which are so indicated in such provision.


 


“Thomas Interests” and “Thomas Sellers” shall have the meanings
provided in the Preliminary Statements.


 


“Total Commitment” shall mean, collectively, the Total
Revolving Commitment and the Total Domestic Term Loan Commitment.


 


“Total Revolving Commitment” shall mean, collectively,
the Total Canadian Revolving Commitment and the Total Domestic Revolving
Commitment.


 


“Total Canadian Revolving Commitment”
shall mean, collectively, the Canadian Revolving Commitments of the Canadian
Facility Lenders, which, as of the Closing Date, shall be CDN$27,000,000.


 


“Total Domestic Revolving Commitment” shall mean,
collectively, the Domestic Revolving Commitments of the Domestic Revolving
Facility Lenders, which, as of the Closing Date, shall be $180,000,000.


 


“Total Domestic Term Loan Commitment” shall mean,
collectively, the Domestic Term Loan Commitments of the Domestic Term Loan
Lenders, which shall be $100,000,000.


 


“Transaction Documents” shall have the meaning provided
in the Qualified Receivables Purchase Agreement, as such documents may be
amended, restated or otherwise modified from time to time in accordance with
the provisions of this Agreement.


 


“Type” shall mean any type of Loan determined with
respect to the interest option applicable thereto, i.e., a Domestic Prime Rate Loan, a Flex
Eurodollar Loan, a Eurodollar Loan, a Canadian Prime Rate Loan or a CDOR Loan.


 


“UCC” shall mean the Uniform Commercial Code.


 


“Unfunded Current Liability” of any Plan shall mean the
amount, if any, by which the actuarial present value of the accumulated plan
benefits under the Plan as of the close of its most recent plan year exceeds
the fair market value of the assets allocable thereto, each determined in


 


34

















 


accordance with Statement of Financial Accounting Standards No. 87,
based upon the actuarial assumptions used by the Plan’s actuary in the most
recent annual valuation of the Plan.


 


“United States” and “U.S.” each means United States of America.


 


“Unpaid Canadian Facility Drawing” shall have the meaning
provided in section 4.3(a).


 


“Unpaid Domestic Facility Drawing” shall have the meaning
provided in section 3.3(a).


 


“Unpaid Drawings” shall mean, collectively, the Unpaid
Domestic Facility Drawings and the Unpaid Canadian Facility Drawings.


 


“Unutilized Canadian Revolving Commitment”  for
any Canadian Facility Lender at any time such Lender’s Canadian Revolving
Commitment at such time, less (1) the principal amount of Canadian Revolving
Loans made by such Canadian Facility Lender and outstanding at such time, less (2) such Canadian Facility Lender’s Canadian
Revolving Facility Percentage of the Canadian Facility Letter of Credit
Outstandings at such time.


 


“Unutilized Domestic Revolving Commitment” for any
Domestic Revolving Facility Lender at any time shall mean such Lender’s
Domestic Revolving Commitment at such time, less (1) the principal amount of Domestic
Revolving Loans made by such Domestic Revolving Facility Lender and outstanding
at such time, less (2) such Domestic Revolving Facility Lender’s
Domestic Revolving Facility Percentage of the Domestic Facility Letter of
Credit Outstandings at such time, less (3) such
Domestic Revolving Facility Lender’s Domestic Revolving Facility Percentage of
the aggregate unpaid principal balance of the Swing Line Revolving Loans at
such time.


 


“Unutilized Swing Line Revolving Commitment” for the
Swing Line Lender at any time shall mean the excess of (i) the Swing Line
Lender’s Swing Line Revolving Commitment at such time over (ii) the aggregate
principal amount of Swing Line Revolving Loans made by the Swing Line Lender
and outstanding at such time.


 


“Unutilized Total Canadian Revolving Commitment” shall
mean, at any time, the excess of (i) the Total Canadian Revolving Commitment at
such time over (ii) the aggregate principal amount of all Canadian Revolving
Loans and Canadian Facility Letter of Credit Outstandings then outstanding.


 


“Unutilized Total Domestic Revolving Commitment” shall
mean, at any time, the excess of (i) the Total Domestic Revolving Commitment at
such time over (ii) the sum of the aggregate principal amount of all Domestic
Revolving Loans and Swing Line Revolving Loans and the Domestic Facility Letter
of Credit Outstandings then outstanding.


 


“Wholly-Owned Material Subsidiary” shall mean each
Wholly-Owned Subsidiary that is also a Material Subsidiary.


 


“Wholly-Owned Subsidiary” shall mean each Subsidiary, at
least 95% of whose capital stock, equity interests, membership interests and
partnership interests, other than director’s


 


35

















 


qualifying shares or similar interests, are owned directly or
indirectly by the Gentlye Group, provided however for the purposes of
this Agreement, the term “Wholly-Owned Subsidiary” shall also include
Lumec-Schreder Inc., a corporation organized under the laws of Quebec, for so
long as not less than 50.5% of the capital stock of Lumec-Schreder Inc. is
owned by a Borrower or a Wholly-Owned Subsidiary of a Borrower.


 


“Written”, “written” or “in writing” shall mean any form of written communication
or a communication by means of telex, facsimile transmission, e-mail electronic
transmission, telegraph or cable.


 


1.2.         Computation
of Time Periods. 
In this Agreement in the computation of periods of time from a specified
date to a later specified date, the word “from” means “from and including” and
the words “to” and “until” each means “to but excluding”.


 


1.3.         Accounting Terms.  Except as otherwise specifically provided
herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time; provided that, if the Borrowers notify the
Administrative Agents that the Borrowers request an amendment to any provision
of section 10 or 11 hereof to eliminate the effect of any change
occurring after the Effective Date in GAAP or in the application thereof to
such provision (or if the Administrative Agents notify the Borrowers that the
Required Lenders request an amendment to any such provision hereof for such
purposes), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance with the requirements of this
Agreement.  Notwithstanding anything in
this section 1.3 to the contrary, in the event that there is a change in
GAAP or in the application thereof occurring after the Effective Date mandating
the expensing of stock options or comparable equity based compensation, without
further action by the Administrative Agents, the Lenders, the Borrowers or any
other Credit Party, such changes requiring the expensing of stock options or
comparable equity based compensation shall be disregarded and this Agreement
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective.


 


1.4.         Terms Generally.  The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”. The word
“will” shall be construed to have the same meaning and effect as the word
“shall”. Unless the context requires otherwise, (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth
herein), (b) any reference herein to any person shall be construed to include
such person’s successors and assigns, (c) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all references
herein to sections, Annexes and Exhibits shall be construed to refer to
sections of, and Annexes and Exhibits to, this Agreement, and (e) the words
“asset” and “property” shall be construed to have the same meaning and effect
and to refer to


 


36

















 


any and all real property, tangible and intangible assets and
properties, including cash, securities, accounts and contract rights, and
interests in any of the foregoing.


 


1.5.         Additional
Borrowers. 
By execution of an Additional Borrower Joinder by a Wholly-Owned
Subsidiary (other than the Receivables Facility Subsidiary) and upon acceptance
thereof by the Administrative Agents and the Required Lenders, each in its sole
discretion, and such Person’s satisfaction of all conditions and completion of
all deliveries specified in the Additional Borrower Joinder, this Agreement
shall be deemed to be amended so that such Person shall become for all purposes
of this Agreement as if an original signatory hereto, and shall be admitted as
a Borrower hereunder, and this Agreement shall be binding for all purposes on
such Person as a Borrower as if an original signatory hereto.


 


1.6.         Appointment
of Genlyte Group as Representative.  For purposes of this Agreement, each Borrower other than Genlyte
Group (i) authorizes Genlyte Group to make such requests, give such notices or
furnish such certificates to either Administrative Agent or any Lender as may
be required or permitted by this Agreement for the benefit of such Borrower and
(ii) authorizes the Administrative Agents to treat such requests, notices,
certificates or consents given or made by Genlyte Group to have been made,
given or furnished by the applicable Borrower for purposes of this Agreement.  Each Administrative Agent and each Lender
shall be entitled to rely on each such request, notice, certificate or consent
made, given or furnished by the Borrower pursuant to the provisions of this
Agreement or any other Credit Document as being made or furnished on behalf of,
and with the effect of irrevocably binding, such Borrower.


 


1.7          Qualified
Receivables Transaction.   The inclusion of “Aggregate Capital” in the definition of
Consolidated Total Debt and “Yield” in the definition of Consolidated Interest
Expense, and the inclusion of various other references to a Qualified
Receivables Transaction, the Qualified Receivables Purchase Agreement, the
Qualified Receivables Sale Agreement and terms defined therein, are made to
protect certain interests of the Lenders and the Credit Parties and shall not
be construed to impugn the stated intentions of the parties to a Qualified
Receivables Transaction, the Qualified Receivables Purchase Agreement and the
Qualified Receivables Sale Agreement that the sales and purchases of Receivables
Facility Assets contemplated thereby are “true” and outright sales and
purchases.


 


1.8          Currency
Equivalents; Canadian Facility Amounts.   For purposes of this Agreement, except as
otherwise specified herein, (i) the equivalent in Dollars of Canadian Dollars
shall be determined by using the quoted spot rate at which the Canadian
Administrative Agent offers to exchange Dollars for Canadian Dollars at its
Payment Office at 9:00 A.M. (local time at the Payment Office) on the Business
Day on which such equivalent is to be determined, and (ii) the equivalent in
Canadian Dollars of Dollars shall be determined by using the quoted spot rate
at which the Canadian Administrative Agent’s Payment Office offers to exchange
Canadian Dollars for Dollars at the Payment Office at 9:00 A.M. (local time at
the Payment Office) on the Business Day on which such equivalent is to be
determined.  Unless the context
otherwise requires, references in this Agreement or any of the other Credit Documents
to the principal amounts of, or outstanding balances of, Canadian Revolving
Loans (or words of similar import) shall be deemed to refer to the sum of the
aggregate principal balance of Canadian Revolving Loans denominated in Canadian


 


37

















 


Dollars then outstanding, plus the Canadian Dollar equivalent of the aggregate
principal balance of Canadian Revolving Loans denominated in Dollars then
outstanding.


 


SECTION
2.         AMOUNT AND TERMS OF LOANS.


 


2.1.         Existing
Letters of Credit; Commitments for Loans.  Upon the effectiveness of this Agreement,
all of the risk participation exposures in respect of the Existing Letters of
Credit shall be deemed to be assumed by the Domestic Revolving Facility Lenders
ratably according to their respective, as the case may be, Canadian Revolving
Facility Percentages or Domestic Revolving Facility Percentages.  Upon such effectiveness and subject to and
upon the terms and conditions herein set forth, each Lender severally agrees to
make a loan or loans (each a “Loan” and, collectively, the “Loans”) to the Borrowers, which Loans shall
be drawn, to the extent such Lender has a Commitment under a Facility for the
Borrowers, under the applicable Facility, as set forth below:


 


(a)           Domestic Revolving Facility.  Loans to the Borrowers under the Domestic
Revolving Facility (each a “Domestic Revolving Loan” and, collectively, the “Domestic Revolving Loans”)
(i) shall be made only by a Domestic Revolving Facility Lender, (ii) may be
made at any time and from time to time on and after the Closing Date and prior
to the Maturity Date; (iii) shall only be incurred by a Domestic Facility
Borrower, (iv) shall be made only in U.S. Dollars; (v) except as otherwise
provided, may, at the option of the Domestic Facility Borrowers, be incurred and
maintained as, or Converted into, Domestic Revolving Loans which are either
Domestic Prime Rate Loans or Eurodollar Loans, provided that all Domestic Revolving Loans
made as part of the same Borrowing shall, unless otherwise specifically
provided herein, consist of Domestic Revolving Loans of the same Type; (vi) may
be repaid or prepaid and reborrowed in accordance with the provisions hereof;
and(vii) may only be made if after giving effect thereto the Unutilized Total
Domestic Revolving Commitment will not be less than zero.  Without
limiting the generality of the foregoing sentence, at no time shall the sum of
(X) the aggregate unpaid principal balance of a Domestic Revolving Facility
Lender’s Domestic Revolving Loans, plus (Y) such Domestic Revolving Facility Lender’s
Domestic Revolving Facility Percentage of the Domestic Facility Letter of
Credit Outstandings at such time, plus (Z) such Domestic Revolving Facility Lender’s
Domestic Revolving Facility Percentage of the aggregate unpaid principal
balance of the Swing Line Revolving Loans at such time, exceed the Domestic
Revolving Commitment of such Domestic Revolving Facility Lender.  In addition, no Domestic Revolving Loans
shall be incurred at any time if after giving effect thereto the Domestic
Facility Borrowers would be required to prepay Revolving Loans in accordance
with section 7.2(a).  The
Obligations of the Domestic Facility Borrowers in respect of the Domestic
Revolving Facility shall be joint and several.


 


(b)           Swing Line Revolving Facility.  Loans to the Borrowers under the Swing Line
Revolving Facility (each a “Swing Line Revolving Loan” and, collectively, the “Swing Line Revolving Loans”)
(i) shall be made only by the Swing Line Lender, (ii) may only be incurred by a
Domestic Facility Borrower, (iii) may be made at any time and from time to time
on and after the Closing Date and prior to the Maturity Date; (iv) shall be
made only in U.S. Dollars; (v) except as otherwise provided, may, at the option
of the Domestic Facility


 


38

















 


Borrowers, be incurred and maintained as Swing Line
Revolving Loans which are either Domestic Prime Rate Loans or Flex Eurodollar
Loans; (vi) may be repaid or prepaid and reborrowed in accordance with the
provisions hereof; (vii) may only be made if after giving effect thereto the
Unutilized Total Domestic Revolving Commitment exceeds zero; and (viii) shall
not exceed for the Swing Line Lender at any time outstanding its Swing Line
Revolving Commitment at such time.   The
Obligations of the Domestic Facility Borrowers in respect of the Swing Line
Revolving Facility shall be joint and several.


 


(c)           Canadian Revolving Facility.  Loans to the Borrowers under the Canadian
Revolving Facility (each a “Canadian Revolving Loan” and, collectively, the “Canadian Revolving Loans”)
(i) shall be made only by a Canadian Facility Lender, (ii) may be made at any
time and from time to time on and after the Closing Date and prior to the
Maturity Date; (iii) shall only be incurred by a Canadian Facility Borrower,
(iv) shall be made only in, at the option of the Canadian Facility Borrowers,
(A) Canadian Dollars or (B) Dollars if at the time of such Borrowing Dollars
are readily and freely transferable and convertible into Canadian Dollars; (v) except
as otherwise provided, may, at the option of the Canadian Facility Borrowers,
be incurred and maintained as, or Converted into, Canadian Revolving Loans
which are (A) as to Borrowings denominated in Canadian Dollars, either Canadian
Prime Rate Loans or CDOR Loans and (B) as to Borrowings denominated in Dollars,
either Domestic Prime Rate Loans or Eurodollar Loans and, provided that all Canadian Revolving Loans
made as part of the same Borrowing shall, unless otherwise specifically
provided herein, consist of Canadian Revolving Loans of the same Type and of
the same currency; (vi) may be repaid or prepaid, in the same currency in which
they were borrowed, and reborrowed in accordance with the provisions hereof;
and (vii) may only be made if after giving effect thereto the Unutilized Total
Canadian Revolving Commitment will not be less than zero.  Without
limiting the generality of the foregoing sentence, at no time shall the sum of
(X) the aggregate unpaid principal balance of a Canadian Facility Lender’s
Canadian Revolving Loans denominated in Canadian Dollars, plus (Y) the Canadian Dollar equivalent of
the aggregate unpaid principal balance of such Canadian Facility Lender’s
Canadian Revolving Loans denominated in Dollars, plus (Z) such Canadian Facility Lender’s
Canadian Revolving Facility Percentage of the Canadian Facility Letter of
Credit Outstandings at such time, exceed the Canadian Revolving Commitment of
such Canadian Facility Lender. 
In addition, no Canadian Revolving Loans shall be incurred at any time
if after giving effect thereto the Canadian Facility Borrowers would be
required to prepay Canadian Revolving Loans in accordance with section
7.2(c).  The Obligations of the
Canadian Facility Borrowers in respect of the Canadian Revolving Facility shall
be joint and several.


 


(d)           Domestic Term Loan Facility.  Loans to the Borrowers under the Domestic
Term Loan Facility (each a “Domestic Term Loan” and, collectively, the “Domestic Term Loans”)
(i) shall be made only by a Domestic Term Loan Lender, (ii) shall be advanced
on the Closing Date, (iii) shall only be incurred by the Domestic Facility
Borrowers (other than Genlyte Thomas), (iv) shall be made only in U.S. Dollars,
(v) except as otherwise provided, may, at the option of such Domestic Facility
Borrowers, be incurred and maintained as, or Converted into, Domestic Term
Loans which are either Domestic Prime Rate Loans or Eurodollar Loans, provided that all
Domestic Term Loans made or Converted as part of the


 


39

















 


same Borrowing shall, unless otherwise specifically
provided herein, consist of Domestic Term Loans of the same Type; and (vi)
shall be repaid and prepaid in accordance with the provisions hereof.  The Obligations of the Domestic Facility Borrowers
(other than Genlyte Thomas) in respect of the Domestic Term Loan Facility shall
be joint and several.


 


(e)           Optional Increase in Domestic Revolving Commitments.  At any time, if no Default shall have
occurred and be continuing (or would result after giving effect thereto), the
Domestic Facility Borrowers may, if they so elect, increase the aggregate
amount of the Total Domestic Revolving Commitment (each such increase to be in
an aggregate amount that is an integral multiple of $5,000,000 and not less
than $10,000,000), either by designating a financial institution not
theretofore a Domestic Revolving Facility Lender to become a Domestic Revolving
Facility Lender (such designation to be effective only with the prior written
consent of the Domestic Administrative Agent, which consent will not be
unreasonably withheld or delayed, and only if such financial institution
accepts a Domestic Revolving Commitment in an aggregate amount that is an
integral multiple of $5,000,000 and not less than $10,000,000), or by agreeing
with an existing Domestic Revolving Facility Lender that such Lender’s Domestic
Revolving Commitment shall be increased. 
Upon execution and delivery by the Borrowers and such Domestic Revolving
Facility Lender or other financial institution of an instrument (a “Domestic Revolving Commitment
Acceptance”) in form reasonably satisfactory to the Domestic
Administrative Agent, such existing Domestic Revolving Facility Lender shall
have a Domestic Revolving Commitment as therein set forth or such other
financial institution shall become a Domestic Revolving Facility Lender with a
Domestic Revolving Commitment as therein set forth and all the rights and
obligations of a Domestic Revolving Facility Lender with such a Domestic
Revolving Commitment hereunder; provided:


 


(i)            that the Borrowers
shall provide prompt notice of such increase to the Domestic Administrative
Agent, who shall promptly notify the Domestic Revolving Facility Lenders;


 


(ii)           that the Borrowers
shall have delivered to the Domestic Administrative Agent a copy of the
Domestic Revolving Commitment Acceptance;


 


(iii)          that the sum of (A) the
amount of such increase, (B) the amount of all other increases in the aggregate
amount of the Domestic Revolving Commitments pursuant to this section 2.1(e)
since the date of this Agreement, and (C) the then Dollar-equivalent amount of
all increases in the aggregate amount of the Canadian Revolving Commitments
pursuant to section 2.1(f) since the date of this Agreement (or
occurring at the same time as such increase), does not exceed $50,000,000;


 


(iv)          that, before and after
giving effect to such increase, the representations and warranties of the
Borrowers contained in Section 9 of this Agreement shall be true and
correct; and


 


(v)           that the Domestic Administrative
Agent shall have received such evidence (including an opinion of Borrowers’
counsel) as it may reasonably request to confirm the


 


40

















 


Borrowers’ due authorization of the transactions
contemplated by this section 2.1(e) and the validity and
enforceability of the obligations of the Borrowers resulting therefrom.


 


On the date of any such
increase, the Borrowers shall be deemed to have represented to the
Administrative Agents and the Lenders that the conditions set forth in clauses
(i) through (v) above have been satisfied.


 


Upon any increase in the
aggregate amount of the Domestic Revolving Commitments pursuant to this section 2.1(e):


 


(x)            within five Business
Days, in the case of any Domestic Prime Rate Loans then outstanding, and at the
end of the then current Interest Period with respect thereto, in the case of
any Eurodollar Loans then outstanding, the Domestic Facility Borrowers shall
prepay such Loans in their entirety and, to the extent the Domestic Facility
Borrowers elect to do so and subject to the conditions specified in section
8.2, the Domestic Facility Borrowers shall reborrow Loans from the Domestic
Revolving Facility Lenders in proportion to their respective Commitments after
giving effect to such increase, until such time as all outstanding Loans are
held by the Domestic Revolving Facility Lenders in such proportion; and


 


(y)           each existing Domestic
Revolving Facility Lender whose Commitment has not increased pursuant to this section 2.1(e)
(each, a “Non-Increasing
Domestic Revolving Facility Lender”) shall be deemed, without
further action by any party hereto, to have sold to each Domestic Revolving
Facility Lender whose Domestic Revolving Commitment has been assumed or
increased under this section 2.1(e) (each, an “Increased Commitment Domestic Revolving Facility Lender”),
and each Increased Commitment Domestic Revolving Facility Lender shall be
deemed, without further action by any party hereto, to have purchased from each
Non-Increasing Domestic Revolving Facility Lender, a participation (on the
terms specified in section 2.5 and section 3.4 respectively) in
each Swing Line Revolving Loan and each Domestic Facility Letter of Credit
Outstanding in which such Non-Increasing Domestic Revolving Facility Lender has
acquired a participation in an amount equal to such Increased Commitment
Domestic Revolving Facility Lender’s Domestic Revolving Facility Percentage
thereof, until such time as all Domestic Facility Letter of Credit Exposures
and Swing Line Exposures are held by the Domestic Revolving Facility Lenders in
proportion to their respective Domestic Revolving Commitments after giving
effect to such increase.


 


(f)            Optional Increase in Canadian Revolving Commitments.  At any time, if no Default shall have
occurred and be continuing (or would result after giving effect thereto), the
Canadian Facility Borrowers may, if they so elect, increase the aggregate
amount of the Total Canadian Revolving Commitment (each such increase to be in
an aggregate amount that is an integral multiple of CDN$5,000,000 and not less
than CDN$10,000,000), either by designating a financial institution not
theretofore a Canadian Facility Lender to become a Canadian Facility Lender
(such designation to be effective only with the prior written consent of the
Canadian Administrative Agent, which consent will not be unreasonably


 


41

















 


withheld or delayed, and only if such financial
institution accepts a Canadian Revolving Commitment in an aggregate amount that
is an integral multiple of CDN$5,000,000 and not less than CDN$10,000,000), or
by agreeing with an existing Canadian Facility Lender that such Lender’s
Canadian Revolving Commitment shall be increased.  Upon execution and delivery by the Borrowers and such Canadian
Facility Lender or other financial institution of an instrument (a “Canadian Revolving Commitment
Acceptance”) in form reasonably satisfactory to the Canadian
Administrative Agent, such existing Canadian Facility Lender shall have a
Canadian Revolving Commitment as therein set forth or such other financial
institution shall become a Canadian Facility Lender with a Canadian Revolving
Commitment as therein set forth and all the rights and obligations of a
Canadian Facility Lender with such a Canadian Revolving Commitment hereunder; provided:


 


(i)            that the Borrowers
shall provide prompt notice of such increase to the Canadian Administrative
Agent, who shall promptly notify the Canadian Facility Lenders;


 


(ii)           that the Borrowers
shall have delivered to the Canadian Administrative Agent a copy of the
Canadian Revolving Commitment Acceptance;


 


(iii)          that the sum of (A) the
Dollar-equivalent amount of such increase, (B) the then Dollar-equivalent
amount of all other increases in the aggregate amount of the Canadian Revolving
Commitments pursuant to this section 2.1(f) since the date of this
Agreement, and (C) the amount of all increases in the aggregate amount of the
Domestic Revolving Commitments pursuant to section 2.1(e) since the
date of this Agreement (or occurring at the same time as such increase), does
not exceed $50,000,000;


 


(iv)          that, before and after
giving effect to such increase, the representations and warranties of the
Borrowers contained in Section 9 of this Agreement shall be true and
correct; and


 


(v)           that the Canadian
Administrative Agent shall have received such evidence (including an opinion of
Borrowers’ counsel) as it may reasonably request to confirm the Borrowers’ due
authorization of the transactions contemplated by this section 2.1(f)
and the validity and enforceability of the obligations of the Borrowers
resulting therefrom.


 


On the date of any such
increase, the Borrowers shall be deemed to have represented to the
Administrative Agents and the Lenders that the conditions set forth in clauses
(i) through (v) above have been satisfied.


 


Upon any increase in the
aggregate amount of the Canadian Revolving Commitments pursuant to this section 2.1(f):


 


(x)            within five Business
Days, in the case of any Canadian Prime Rate Loans then outstanding, and at the
end of the then current Interest Period with respect thereto, in the case of
any CDOR Loans then outstanding, the Canadian Facility Borrowers shall prepay
such Loans in their entirety and, to the extent the Canadian Facility Borrowers
elect to do so and subject to the conditions specified in section 8.2,


 


42

















 


the Canadian Facility Borrowers shall reborrow Loans
from the Canadian Facility Lenders in proportion to their respective
Commitments after giving effect to such increase, until such time as all
outstanding Loans are held by the Canadian Facility Lenders in such proportion;
and


 


(y)           each existing Canadian
Facility Lender whose Commitment has not increased pursuant to this section 2.1(f)
(each, a “Non-Increasing
Canadian Facility Lender”) shall be deemed, without further
action by any party hereto, to have sold to each Canadian Facility Lender whose
Canadian Revolving Commitment has been assumed or increased under this section 2.1(f)
(each, an “Increased Commitment
Canadian Facility Lender”), and each Increased Commitment
Canadian Facility Lender shall be deemed, without further action by any party
hereto, to have purchased from each Non-Increasing Canadian Facility Lender, a
participation (on the terms specified in section 4.4) in each Canadian
Facility Letter of Credit Outstanding in which such Non-Increasing Canadian
Facility Lender has acquired a participation in an amount equal to such
Increased Commitment Canadian Facility Lender’s Canadian Revolving Facility
Percentage thereof, until such time as all Canadian Facility Letter of Credit
Exposures are held by the Canadian Facility Lenders in proportion to their
respective Canadian Revolving Commitments after giving effect to such increase.


 


2.2.         Minimum
Borrowing Amounts, etc.; Pro Rata Borrowings.  (a) The aggregate principal amount of each
Borrowing by the Borrowers shall not be less than the Minimum Borrowing
Amount.  More than one Borrowing may be
incurred by the Borrowers on any day, provided that (i) if there are two or more Borrowings on
a single day in respect to the same Class of Loans which consist of Eurodollar
Loans, each such Borrowing shall have a different initial Interest Period, (ii)
if there are two or more Borrowings on a single day under the Canadian
Revolving Facility which consist of CDOR Loans, each such Borrowing shall have
a different initial Interest Period, (iii) only one Borrowing under the Swing
Line Revolving Facility may be made on any single day, (iv) at no time shall
there be more than eight Borrowings in the aggregate under the Domestic
Revolving Facility and the Domestic Term Loan Facility consisting of Eurodollar
Loans outstanding hereunder, and (v) at no time shall there be more than eight
Borrowings in the aggregate under the Canadian Revolving Facility consisting of
CDOR Loans and Eurodollar Loans outstanding hereunder.


 


(b)           All
Borrowings under a Facility shall be made by the Lenders having Commitments
under such Facility, if any, pro rata on the basis of their respective Commitments
under such Facility. It is understood that no Lender shall be responsible for
any default by any other Lender in its obligation to make Loans hereunder and
that each Lender shall be obligated to make the Loans provided to be made by it
hereunder, regardless of the failure of any other Lender to fulfill its
Commitment hereunder.


 


2.3.         Procedures
for Borrowing.  (a) Notice
of Borrowing.  Whenever a
Borrower desires to incur Loans (and the Domestic Term Loans shall, subject to
the terms and conditions of this Agreement, be incurred on the Closing Date),
it shall give the Domestic Administrative Agent in the case of a Domestic
Revolving Loan or a Swing Line Revolving Loan, or the Canadian


 


43

















 


Administrative Agent, in the case of a Canadian Revolving Loan, in each
case at its respective Notice Office,


 


(i)            Borrowings under the Domestic Revolving
Facility:  in the case of any
Borrowing under the Domestic Revolving Facility of (1) Eurodollar Loans to be
made hereunder, prior to 12:00 noon (local time at its Notice Office), at least
three Business Days’ prior written or telephonic notice thereof (in the case of
telephonic notice, promptly confirmed in writing if so requested by the
Domestic Administrative Agent); or (2) Domestic Prime Rate Loans to be made
hereunder, prior to 12:00 noon (local time at its Notice Office), at least same
Business Day’s prior written or telephonic notice thereof (in the case of
telephonic notice, promptly confirmed in writing if so requested by the
Domestic Administrative Agent), or


 


(ii)           Borrowings under the Swing Line
Revolving Facility:  in the
case of any Borrowing under the Swing Line Revolving Facility, prior to 2:00
P.M. (local time at its Notice Office), at least same Business Day’s prior
written or telephonic notice thereof (in the case of telephonic notice,
promptly confirmed in writing if so requested by the Domestic Administrative
Agent), or


 


(iii)          Borrowings under the Canadian Revolving
Facility:  in the case of any
Borrowing under the Canadian Revolving Facility (A) denominated in Canadian
Dollars of (1) CDOR Loans to be made hereunder, prior to 12:00 noon (local time
at its Notice Office), at least three Business Days’ prior written or
telephonic notice thereof (in the case of telephonic notice, promptly confirmed
in writing if so requested by the Canadian Administrative Agent); or (2)
Canadian Prime Rate Loans to be made hereunder, prior to 10:00 A.M. (local time
at its Notice Office), at least same Business Day’s prior written or telephonic
notice thereof (in the case of telephonic notice, promptly confirmed in writing
if so requested by the Canadian Administrative Agent) and (B) denominated in
Dollars of (1) Eurodollar Loans to be made hereunder, prior to 12:00 noon
(local time at its Notice Office), at least three Business Days’ prior written
or telephonic notice thereof (in the case of telephonic notice, promptly
confirmed in writing if so requested by the Canadian Administrative Agent); or
(2) Domestic Prime Rate Loans to be made hereunder, prior to 10:00 A.M. (local
time at its Notice Office), at least same Business Day’s prior written or
telephonic notice thereof (in the case of telephonic notice, promptly confirmed
in writing if so requested by the Canadian Administrative Agent), or


 


(iv)          Borrowings under the Domestic Term Loan
Facility:  in the case of any
Borrowing under the Domestic Term Loan Facility of (1) Eurodollar Loans to be
made hereunder, prior to 12:00 noon (local time at its Notice Office), at least
three Business Days’ prior written or telephonic notice thereof (in the case of
telephonic notice, promptly confirmed in writing if so requested by the
Domestic Administrative Agent); or (2) Domestic Prime Rate Loans to be made
hereunder, prior to 12:00 noon (local time at its Notice Office), at least same
Business Day’s prior written or telephonic notice thereof (in the case of
telephonic notice, promptly confirmed in writing if so requested by the Domestic
Administrative Agent).


 


44

















 


Each such notice (each such notice, a “Notice of Borrowing”) shall (if requested by
the applicable Administrative Agent to be confirmed in writing), be
substantially in the form of Exhibit B-1, and in any event shall be
irrevocable and shall specify: (i) the Facility under which the Borrowing is to
be incurred and the Borrower incurring the Loan; (ii) the aggregate principal
amount of the Loans to be made pursuant to such Borrowing; (iii) the date of
the Borrowing (which shall be a Business Day); (iv) whether the Borrowing shall
consist of Domestic Prime Rate Loans, Flex Eurodollar Loans, Eurodollar Loans,
Canadian Prime Rate Loans or CDOR Loans; (v) if the requested Borrowing consists
of Eurodollar Loans or CDOR Loans, the Interest Period to be initially
applicable thereto, and (vi) if the requested Borrowing is under the Canadian
Revolving Facility, the currency 
(Canadian Dollars or Dollars) in which such Borrowing is to be denominated.  If the applicable Borrower fails to specify
in a Notice of Borrowing the Interest Period for any Eurodollar Loans or CDOR
Loans, such Interest Period shall be deemed to be one month; and if the
applicable Canadian Facility Borrower fails to specify in a Notice of Borrowing
the currency, such Borrowing shall be denominated in Canadian Dollars.  The applicable Administrative Agent shall
promptly give each Lender which has a Commitment under any applicable Facility
written notice (or telephonic notice promptly confirmed in writing) of each
proposed Borrowing under the applicable Facility, of such Lender’s
proportionate share thereof and of the other matters covered by the Notice of
Borrowing relating thereto.


 


(b)           Actions by
Administrative Agents on Telephone Notice.  Without in any way limiting the obligation of the Borrowers to
confirm in writing any telephonic notice permitted to be given hereunder, the
Administrative Agents may act prior to receipt of written confirmation without
liability upon the basis of such telephonic notice believed by the
Administrative Agents in good faith to be from an Authorized Officer of the
Borrower entitled to give telephonic notices under this Agreement on behalf of
that Borrower. In each such case, the Administrative Agents’ record of the
terms of such telephonic notice shall be conclusive absent manifest error.


 


2.4.         Disbursement
of Funds. 
(a) No later than 2:00 P.M. (local time at the Payment Office) on
the date specified in each Notice of Borrowing, each Lender with a Commitment
under the Facility under which any Borrowing pursuant to such Notice of
Borrowing is to be made will make available its pro rata share, if any, of each Borrowing
under such Facility requested to be made on such date in the manner provided
below.  All amounts shall be made
available to the Domestic Administrative Agent in U.S. Dollars, except in the
case of Canadian Revolving Loans, in which case the amounts shall be made
available to the Canadian Administrative Agent in, as elected by the Canadian
Borrowers pursuant to the provisions of this Agreement, Canadian Dollars or
Dollars, in each case in immediately available funds at the Payment Office and
the Domestic Administrative Agent or Canadian Administrative Agent, as the case
may be, promptly will make available to the Borrower making the request by
depositing to their account at the Payment Office (or such other account(s) as
designated by such Borrower in accordance with section 2.4(c)) the
aggregate of the amounts so made available in the type of funds received.  Unless the applicable Administrative Agent
shall have been notified by any Lender prior to the date of Borrowing that such
Lender does not intend to make available to the applicable Administrative Agent
its portion of the Borrowing or Borrowings to be made on such date, such
Administrative Agent may assume that such Lender has made such amount available
to the Administrative Agent on such date of Borrowing, and such Administrative
Agent, in reliance upon such assumption, may (in its sole discretion and
without any obligation to do so) make available to the Borrower a corresponding


 


45

















 


amount.  If such corresponding
amount is not in fact made available to the applicable Administrative Agent by
such Lender and such Administrative Agent has made available same to a
Borrower, such Administrative Agent shall be entitled to recover such
corresponding amount from such Lender. 
If such Lender does not pay such corresponding amount forthwith upon the
applicable Administrative Agent’s demand therefor, such Administrative Agent
shall promptly notify the applicable Borrower, and such Borrower shall
immediately pay such corresponding amount to the applicable Administrative
Agent.  The Domestic Administrative
Agent or the Canadian Administrative Agent, as the case may be, shall also be
entitled to recover from such Lender or the applicable Borrower, as the case
may be, interest on such corresponding amount in respect of each day from the
date such corresponding amount was made available by such Administrative Agent
to such Borrower to the date such corresponding amount is recovered by such
Administrative Agent, at a rate per annum equal to (x) if paid by such Lender,
the overnight Federal Funds Effective Rate in the case of any Loan denominated
in Dollars, or in the case of any Loan denominated in Canadian Dollars, at the
weighted average overnight or weekend borrowing rate for immediately available
and freely transferable funds denominated in Canadian Dollars which is offered
to the Canadian Administrative Agent in the international markets, or (y) if
paid by a Borrower, the then applicable rate of interest, calculated in
accordance with section 2.8, for the respective Loans (but without any
requirement to pay any amounts in respect thereof pursuant to section 2.11).


 


(b)           Nothing
herein and no subsequent termination of Commitments pursuant to section 6.1
or 6.2 shall be deemed to relieve any Lender from its obligation to
fulfill its commitments hereunder and in existence from time to time or to
prejudice any rights which any Borrower may have against any Lender as a result
of any default by such Lender hereunder.


 


(c)           Whenever
a Borrower desires that proceeds of a Borrowing be deposited into an account
other than such Borrower’s account at the Payment Office as contemplated by the
second sentence of section 2.4(a) (which other account shall be an
account of a Credit Party), it shall give the Domestic Administrative Agent in
the case of a Domestic Revolving Loan, a Domestic Term Loan or a Swing Line
Revolving Loan, or the Canadian Administrative Agent, in the case of a Canadian
Revolving Loan, in each case at its respective Notice Office, prior written
notice of such other account into which such Borrower desires for such proceeds
to be deposited, specifying such other information as the applicable
Administrative Agent may request; provided, however, that (i) any such proceeds so
deposited into such other account shall, for the purposes of such Borrower’s
liability therefore be deemed to have been advanced directly to such Borrower
and (ii) no such deposit into such other account shall in any way affect, limit
or otherwise modify such Borrower’s obligation to repay such Borrowings in
accordance with this Agreement and the applicable Notes.


 


2.5.         Refunding of, or
Participation in, Swing Line Revolving Loans.  (a) If any Event of Default exists, the
Swing Line Lender may, in its sole and absolute discretion, direct that the
Swing Line Revolving Loans owing to it be refunded by delivering a notice to
such effect to the Domestic Administrative Agent, specifying the aggregate
principal amount thereof (a “Notice of Swing Line Refunding”). .Promptly upon receipt
of a Notice of Swing Line Refunding, the Domestic Administrative Agent shall
give notice of the contents thereof to the Domestic Revolving Facility Lenders
and, unless an Event of Default specified in section 12.1(g) in respect
of a Borrower has occurred, also to the Domestic Facility Borrowers. Each such
Notice of Swing Line Refunding shall be deemed to constitute delivery by the
Domestic Facility Borrowers of a Notice of Borrowing


 


46






















 


requesting Domestic Revolving Loans consisting of Domestic Prime Rate
Loans in the amount of the Swing Line Revolving Loans to which it relates. Each
Domestic Revolving Facility Lender (including the Swing Line Lender, in its
capacity as a Domestic Revolving Facility Lender) hereby unconditionally agrees
(notwithstanding that any of the conditions specified in section 8.2
hereof or elsewhere in this Agreement shall not have been satisfied, but
subject to the provisions of paragraph (b) below) to make a Domestic Revolving
Loan to the applicable Borrower in an amount equal to such Domestic Revolving
Facility Lender’s Domestic Revolving Facility Percentage of the aggregate
amount of the Swing Line Revolving Loans to which such Notice of Swing Line
Refunding relates.  Each such Domestic
Revolving Facility Lender shall make the amount of such Domestic Revolving Loan
available to the Domestic Administrative Agent in immediately available funds
at its Payment Office not later than 2:00 P.M. (local time at the Payment
Office), if such notice is received by such Domestic Revolving Facility Lender
prior to 11:00 A.M. (local time at its Domestic Lending Office), or not later
than 2:00 P.M. (local time at the Payment Office) on the next Business Day, if
such notice is received by such Domestic Revolving Facility Lender after such
time. The proceeds of such Domestic Revolving Loans shall be made immediately
available to the Swing Line Lender and applied by it to repay the principal
amount of the Swing Line Revolving Loans to which such Notice of Swing Line
Refunding related.  Each Domestic
Facility Borrower irrevocably and unconditionally agree that, notwithstanding
anything to the contrary contained in this Agreement, Domestic Revolving Loans
made as herein provided in response to a Notice of Swing Line Refunding shall
constitute Domestic Revolving Loans hereunder consisting of Domestic Prime Rate
Loans.


 


(b)           If
prior to the time a Domestic Revolving Loan would otherwise have been made as
provided above as a consequence of a Notice of Swing Line Refunding, any of the
events specified in section 12.1(g) shall have occurred in respect of a
Borrower or if one or more of the Domestic Revolving Facility Lenders shall
determine that it is legally prohibited from making a Domestic Revolving Loan
under such circumstances, each Domestic Revolving Facility Lender (other than
the Swing Line Lender), or each Domestic Revolving Facility Lender (other than
the Swing Line Lender) so prohibited, as the case may be, shall, on the date
such Domestic Revolving Loan would have been made by it (the “Purchase Date”),
purchase an undivided participating interest in the outstanding Swing Line
Revolving Loans to which such Notice of Swing Line Refunding related, in an
amount (the “Swing Line Participation
Amount”) equal to such Domestic Revolving Facility Lender’s
Domestic Revolving Facility Percentage of such Swing Line Revolving Loans. On
the Purchase Date, each such Domestic Revolving Facility Lender or each such
Domestic Revolving Facility Lender so prohibited, as the case may be, shall pay
to the Swing Line Lender, in immediately available funds, such Domestic
Revolving Facility Lender’s Swing Line Participation Amount, and promptly upon
receipt thereof the Swing Line Lender shall, if requested by such other
Domestic Revolving Facility Lender, deliver to such Domestic Revolving Facility
Lender a participation certificate, dated the date of the Swing Line Lender’s
receipt of the funds from, and evidencing, such Domestic Revolving Facility
Lender’s participating interest in such Swing Line Revolving Loans and its
Swing Line Participation Amount in respect thereof. If any amount required to
be paid by a Lender to the Swing Line Lender pursuant to the above provisions
in respect of any Swing Line Participation Amount is not paid on the date such
payment is due, such Lender shall pay to the Swing Line Lender on demand
interest on the amount not so paid at the overnight Federal Funds Effective
Rate from the due date until such amount is paid in full.


 


47

















 


(c)           Whenever,
at any time after the Swing Line Lender has received from any other Domestic
Revolving Facility Lender such Lender’s Swing Line Participation Amount, the
Swing Line Lender receives any payment from or on behalf of the Domestic
Facility Borrowers on account of the related Swing Line Revolving Loans, the
Swing Line Lender will promptly distribute to such Domestic Revolving Facility
Lender its Domestic Revolving Facility Percentage of such payment on account of
its Swing Line Participation Amount (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Domestic
Revolving Facility Lender’s participating interest was outstanding and funded);
provided, however,
that in the event such payment received by the Swing Line Lender is required to
be returned, such Domestic Revolving Facility Lender will return to the Swing
Line Lender any portion thereof previously distributed to it by the Swing Line
Lender.


 


(d)           Each
Domestic Revolving Facility Lender’s obligation to make Domestic Revolving
Loans and/or to purchase participations in connection with a Notice of Swing
Line Refunding (which shall in all events be within such Domestic Revolving
Facility Lender’s Unutilized Domestic Revolving Commitment) shall be subject to
the conditions that:


 


(i)            such Domestic
Revolving Facility Lender shall have received a Notice of Swing Line Refunding
complying with the provisions hereof, and


 


(ii)           at the time the Swing
Line Revolving Loans which are the subject of such Notice of Swing Line
Refunding were made, the Swing Line Lender had no actual written notice from
another Lender that an Event of Default had occurred and was continuing,


 


but otherwise shall be absolute and unconditional, shall be solely for
the benefit of the Swing Line Lender, and shall not be affected by any
circumstance, including, without limitation, (A) any set-off, counterclaim,
recoupment, defense or other right which such Domestic Revolving Facility Lender
may have against any other Lender, a Borrower, or any other person, may have
against any Lender or other person, as the case may be, for any reason
whatsoever; (B) the occurrence or continuance of a Default or Event of Default;
(C) any event or circumstance involving a Material Adverse Effect upon any
Borrower; (D) any breach of any Credit Document by any party thereto; or (E)
any other circumstance, happening or event, whether or not similar to any of
the foregoing.


 


2.6.         Notes and
Loan Accounts.  (a) Forms of
Notes.  The Borrowers’
obligations to pay the principal of, and interest on, the Loans by each Lender
shall be evidenced (i) if Domestic Revolving Loans, by a promissory note of the
Domestic Facility Borrowers substantially in the form of Exhibit A-1
with blanks appropriately completed in conformity herewith (each a “Domestic Revolving Note”
and, collectively, the “Domestic Revolving Notes”), (ii) if Swing Line Revolving
Loans, by a promissory note of the Domestic Facility Borrowers substantially in
the form of Exhibit A-2 with blanks appropriately completed in
conformity herewith (the “Swing Line Revolving Note”), (iii) if Canadian Revolving
Loans, by a promissory note of the Canadian Facility Borrowers substantially in
the form of Exhibit A-3 with blanks appropriately completed in
conformity herewith (each a “Canadian Revolving Note” and, collectively, the “Canadian Revolving Notes”),
and (iv) if Domestic Term Loans, by a promissory note of the Domestic Facility
Borrowers (other than Genlyte Thomas) substantially in the form of Exhibit
A-4 with blanks appropriately completed in conformity herewith (each a “Domestic Term Loan Note”
and, collectively, the “Domestic Term Loan Notes”).


 


48

















 


In furtherance of the provisions of section 15.23 below, and for
the avoidance of doubt, a Foreign Borrower only shall be required to execute
and deliver a Note evidencing the Loans actually advanced to such Foreign
Borrower (or other Foreign Borrowers of the same country) and in no event,
shall a Foreign Borrower execute a Note evidencing any obligations in respect
of Loans advanced to any Domestic Facility Borrowers.


 


(b)           Domestic
Revolving Notes.  The
Domestic Revolving Note issued to by a Domestic Revolving Facility Lender
shall:  (i) be executed only by the
Domestic Facility Borrowers; (ii) be payable to the order of such Domestic
Revolving Facility Lender and be dated on or prior to the date the first Loan
evidenced thereby is made; (iii) be in a stated principal amount equal to the
Domestic Revolving Commitment of such Domestic Revolving Facility Lender and be
payable in the principal amount of Domestic Revolving Loans evidenced thereby;
(iv) mature on the Maturity Date; (v) bear interest as provided in section
2.8 in respect of the Domestic Prime Rate Loans and Eurodollar Loans, as
the case may be, evidenced thereby; (vi) be subject to mandatory prepayment as
provided in section 7.2; and (vii) be entitled to the benefits of this
Agreement and the other Credit Documents.


 


(c)           Swing Line
Revolving Note.  The Swing
Line Revolving Note issued to the Swing Line Lender shall:  (i) be executed only by the Domestic
Facility Borrowers; (ii) be payable to the order the Swing Line Lender and be
dated on or prior to the date the first Loan evidenced thereby is made; (iii)
be in a stated principal amount equal to the Swing Line Revolving Commitment of
the Swing Line Lender and be payable in the principal amount of Swing Line
Revolving Loans evidenced thereby; (iv) mature on the Maturity Date; (v) bear
interest as provided in section 2.8 in respect of the Domestic Prime
Rate Loans and Flex Eurodollar Loans, as the case may be, evidenced thereby;
(vi) be subject to mandatory prepayment as provided in section 7.2; and
(vii) be entitled to the benefits of this Agreement and the other Credit
Documents.


 


(d)           Canadian
Revolving Notes.  The
Canadian Revolving Note issued to a Canadian Facility Lender shall:  (i) be executed only by the Canadian
Facility Borrowers; (ii) be payable to the order of such Canadian Facility
Lender and be dated on or prior to the date the first Loan evidenced thereby is
made; (iii) be in a stated principal amount equal to the Canadian Revolving
Commitment of such Canadian Facility Lender and be payable in the principal
amount of Canadian Revolving Loans evidenced thereby; (iv) mature on the
Maturity Date; (v) bear interest as provided in section 2.8 in respect
of the Canadian Prime Rate Loans and CDOR Loans, as the case may be, evidenced
thereby; (vi) be subject to mandatory prepayment as provided in section 7.2;
and (vii) be entitled to the benefits of this Agreement and the other Credit
Documents.


 


(e)           Domestic
Term Loan Notes.  The
Domestic Term Loan Note issued to a Domestic Term Loan Facility Lender
shall:  (i) be executed only by the
Domestic Facility Borrowers (other than Genlyte Thomas); (ii) be payable to the
order of such Domestic Term Loan Facility Lender and be dated on or prior to
the date the Loan evidenced thereby is made; (iii) be in a stated principal amount
equal to the Domestic Term Loan Commitment of such Domestic Term Loan Facility
Lender and be payable in twenty (20) consecutive quarterly installments of the
principal of the Domestic Term Loan evidenced thereby on the last Business Day
of each January, April, July and October, commencing October 29, 2004, the
first nineteen (19) of which each shall be in an amount equal to five percent
(5%) of such stated principal amount, and the last of which, on the Maturity
Date, shall be in the amount of all remaining principal of the Domestic Term
Loan evidenced


 


49

















 


thereby; (iv) bear interest as provided in section 2.8 in
respect of the Domestic Prime Rate Loans and Eurodollar Loans, as the case may
be, evidenced thereby; (v) be subject to mandatory prepayment as provided in section
7.2; and (vi) be entitled to the benefits of this Agreement and the other
Credit Documents.


 


(f)            Loan
Accounts of Lenders.  Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the respective indebtedness of each of the Borrowers to
such Lender resulting from each Loan made by such Lender, including the amounts
of principal and interest payable and paid to such Lender from time to time hereunder.


 


(g)           Loan
Accounts of Administrative Agents. 
The Domestic Administrative Agent with respect to the Domestic Revolving
Loans, Domestic Term Loans and Swing Line Revolving Loans, and the Canadian
Administrative Agent with respect to Canadian Revolving Loans, in each case
shall maintain accounts in which it shall record (i) the amount of each Loan
made hereunder, the Type thereof, the particular Facility under which such Loan
was made, and the Interest Period or maturity date and applicable interest rate
if such Loan is a Eurodollar Loan or a CDOR Loan, (ii) the amount of any
principal due and payable or to become due and payable from the Borrowers to
each Lender hereunder, and (iii) the amount of any sum received by such
Administrative Agent hereunder for the account of the Lenders and each Lender’s
share thereof.


 


(h)           Effect of
Loan Accounts, etc.  The
entries made in the accounts maintained pursuant to sections 2.6(f) and (g)
shall be prima facie
evidence of the existence and amounts of the obligations recorded therein; provided, that the
failure of any Lender or an Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the
Borrowers to repay or prepay the Loans in accordance with the terms of this
Agreement.


 


(i)            Endorsements
of Amounts on Notes Prior to Transfer.  Each Lender will, prior to any transfer of any of the Notes
issued to it by the Borrowers, endorse on the reverse side thereof or the grid
attached thereto the outstanding principal amount of Loans evidenced
thereby.  Failure to make any such
notation or any error in any such notation shall not affect the Borrowers’
obligations in respect of such Loans.


 


2.7.         Conversions
of Domestic Revolving Loans; Canadian Revolving Loans and Domestic Term Loans.  The Borrowers shall have the option to
Convert on any Business Day all or a portion at least equal to the applicable
Minimum Borrowing Amount of the outstanding principal amount of their (i)
Domestic Revolving Loans of one Type owing by them into a Borrowing or
Borrowings pursuant to the Domestic Revolving Facility of another Type of Loans
which can be made pursuant to such Facility, (ii) Canadian Revolving Loans of
one Type owing by them into a Borrowing or Borrowings pursuant to the Canadian
Revolving Facility of another Type of Loans which can be made pursuant to such
Facility and (iii) Domestic Term Loans of one Type owing by them into a
Borrowing or Borrowings pursuant to the Domestic Term Loan Facility of another
Type of Loans which can be made pursuant to such Facility, provided that:


 


(a)           no partial Conversion
of a Borrowing of Eurodollar Loans or CDOR Loans, as applicable, shall reduce
the outstanding principal amount of the Eurodollar Loans or


 


50

















 


CDOR Loans, as applicable, made pursuant to such
Borrowing to less than the Minimum Borrowing Amount applicable thereto;


 


(b)           any Conversion of
Eurodollar Loans into Domestic Prime Rate Loans and any Conversion of CDOR
Loans into Canadian Prime Rate Loans shall, in each case, be made on, and only
on, the last day of an Interest Period for such Eurodollar Loans or CDOR Loans,
as the case may be;


 


(c)           Domestic Prime Rate
Loans may only be Converted into Eurodollar Loans, and Canadian Prime Rate
Loans may only be Converted into CDOR Loans, if no Default under section
12.1(a) or Event of Default is in existence on the date of the Conversion;


 


(d)           Domestic Prime Rate
Loans may not be Converted into Eurodollar Loans, and Canadian Prime Rate Loans
may not be Converted into CDOR Loans, during any period when such Conversion is
not permitted under section 2.10; and


 


(e)           Borrowings of
Eurodollar Loans and CDOR Loans resulting from this section 2.7 shall
conform to the requirements of section 2.2(a).


 


Each such Conversion shall be effected by the applicable Borrower
giving the Domestic Administrative Agent, in the case of Domestic Revolving
Loans or Domestic Term Loans , or the Canadian Administrative Agent, in the
case of Canadian Revolving Loans, at its Notice Office, prior to 12:00 noon
(local time at such Notice Office), at least three Business Days’, in the case
of Conversion into a Eurodollar Loan or a CDOR Loan (or prior to 12:00 noon
(local time at such Notice Office) same Business Day’s, in the case of a
Conversion into Domestic Prime Rate Loans or Canadian Prime Rate Loans), prior
written notice (or telephonic notice promptly confirmed in writing if so
requested by the applicable Administrative Agent) (each a “Notice of Conversion”), substantially in the
form of Exhibit B-2, specifying the Loans to be so Converted, the Type
of Loans to be Converted into and, if to be Converted into a Borrowing of
Eurodollar Loans or CDOR Loans, the Interest Period to be initially applicable
thereto. The Domestic Administrative Agent, in the case of Domestic Revolving
Loans and Domestic Term Loans, and the Canadian Administrative Agent, in the
case of Canadian Revolving Loans, shall give each Domestic Revolving Facility
Lender, Domestic Term Loan Lender or Canadian Facility Lender, as the case may
be, prompt notice of any such proposed Conversion affecting any of its
Loans.  For the avoidance of doubt, the
prepayment or repayment of (i) any Domestic Revolving Loans out of the proceeds
of other Domestic Revolving Loans by the Domestic Facility Borrowers is not
considered a Conversion of Domestic Revolving Loans into other Domestic
Revolving Loans and (ii) any Canadian Revolving Loans out of the proceeds of
other Canadian Revolving Loans by the Canadian Facility Borrowers is not
considered a Conversion of Canadian Revolving Loans into other Canadian
Revolving Loans.


 


2.8.         Interest.  (a) Interest Rate for Domestic Prime Rate Loans.  During such periods as a Domestic Revolving
Loan, a Swing Line Revolving Loan, a Domestic Term Loan or a Canadian Revolving
Loan is a Domestic Prime Rate Loan, the unpaid principal amount thereof shall
bear interest at a fluctuating rate per annum which shall at all times be equal
to the Domestic Prime Rate in effect from time to time.


 


51

















 


(b)           Interest
Rate for Eurodollar Loans. 
During such periods as a Domestic Revolving Loan, a Domestic Term Loan
or a Canadian Revolving Loan is a Eurodollar Loan, the unpaid principal amount
thereof shall bear interest at a rate per annum which shall at all times during
any Interest Period applicable thereto be the relevant Eurodollar Rate for such
Interest Period, plus
the Applicable Eurodollar Margin in effect from time to time.


 


(c)           Interest
Rate for Canadian Prime Rate Loans. 
During such periods as a Canadian Revolving Loan is a Canadian Prime
Rate Loan, the unpaid principal amount thereof shall bear interest at a
fluctuating rate per annum which shall at all times be equal to the Canadian
Prime Rate in effect from time to time.


 


(d)           Interest
Rate for CDOR Loans.  During
such periods as a Canadian Revolving Loan is a CDOR Loan, the unpaid principal
amount of each CDOR Loan shall bear interest at the rate per annum which shall
at all times during any Interest Period applicable thereto be equal to the CDOR
Rate for such Interest Period, plus the Applicable Eurodollar Margin in effect from
time to time.


 


(e)           Interest
Rate for Flex Eurodollar Loans. 
During such periods as a Swing Line Revolving Loan is a Flex Eurodollar
Loan, the unpaid principal amount of each Flex Eurodollar Loan shall bear
interest a fluctuating rate per annum which shall at all times during the
one-month Interest Period applicable thereto be equal to the Flex Eurodollar
Rate as determined by the Domestic Administrative Agent plus the Applicable Eurodollar Margin in
effect from time to time.


 


(f)            Default
Interest.  Notwithstanding
the above provisions, if a Default under section 12.1(a) or an Event of
Default is in existence, all outstanding amounts of principal and, to the
extent permitted by law, all overdue interest, in respect of each Loan shall
bear interest, payable on demand, at a fluctuating rate per annum equal to two
percent (2%) per annum above the interest rate which is or would be applicable
from time to time pursuant to sections 2.8(a) in respect of Domestic
Prime Rate Loans.  If any amount (other
than the principal of and interest on the Loans) payable by the Borrowers under
the Credit Documents is not paid when due, such amount shall bear interest,
payable on demand, at a fluctuating rate per annum equal to two percent (2%)
per annum above the interest rate which would be applicable under section
2.8(a) to Domestic Prime Rate Loans in effect from time to time.


 


(g)           Accrual and
Payment of Interest. 
Interest shall accrue from and including the date of any Borrowing to
but excluding the date of any prepayment or repayment thereof and shall be
payable on the Maturity Date and:


 


(i)            in the case of any
Swing Line Revolving Loan, (A) monthly in arrears on the last Business Day of
each calendar month, and (B) on any repayment or prepayment (on the amount
repaid or prepaid), at maturity (whether by acceleration or otherwise) and,
after such maturity, on demand;


 


(ii)           in the case of any
Domestic Revolving Loan, (A) which is a Domestic Prime Rate Loan, monthly in
arrears on the last Business Day of each calendar month, (B) which is a
Eurodollar Loan, on the last day of each Interest Period applicable thereto
and, in the case


 


52

















 


of an Interest Period in excess of three months, on
the dates which are successively three months after the commencement of such
Interest Period, and (C) on any repayment, prepayment or Conversion (on the
amount repaid, prepaid or Converted), at maturity (whether by acceleration or
otherwise) and, after such maturity, on demand;


 


(iii)          in the case of any
Canadian Revolving Loan, (A) which is a Canadian Prime Rate Loan or a Domestic
Prime Rate Loan, monthly in arrears on the last Business Day of each calendar
month, (B) which is a CDOR Loan or a Eurodollar Loan, on the last day of each
Interest Period applicable thereto and, in the case of an Interest Period in
excess of three months, on the dates which are successively three months after
the commencement of such Interest Period, and (C) on any repayment, prepayment
or Conversion (on the amount repaid, prepaid or Converted), at maturity
(whether by acceleration or otherwise) and, after such maturity, on demand; and


 


(iv)          in the case of any
Domestic Term Loan, (A) which is a Domestic Prime Rate Loan, monthly in arrears
on the last Business Day of each calendar month, (B) which is a Eurodollar
Loan, on the last day of each Interest Period applicable thereto and, in the
case of an Interest Period in excess of three months, on the dates which are
successively three months after the commencement of such Interest Period, and
(C) on any repayment, prepayment or Conversion (on the amount repaid, prepaid
or Converted), at maturity (whether by acceleration or otherwise) and, after
such maturity, on demand.


 


(h)           Computations
of Interest.  All
computations of interest hereunder shall be made in accordance with

section 15.7(b).


 


(i)            Information
as to Interest Rates.  The
Domestic Administrative Agent, in the case of Borrowings under the Domestic
Revolving Facility, the Domestic Term Loan Facility or the Swing Line Revolving
Facility, or the Canadian Administrative Agent, in the case of Borrowings under
the Canadian Revolving Facility, as the case may be, upon determining the
interest rate for any Borrowing shall promptly notify the affected Borrowers
and the affected Lenders thereof. 
Subject to any maximum or minimum interest rate limitation specified herein
or by applicable law, the Flex Eurodollar Rate shall change automatically
without notice to the Borrower immediately on each Business Day with each
change in the Flex Eurodollar Rate, with any change thereto effective as of the
opening of business on the day of the change. 
If the Domestic Administrative Agent or the Canadian Administrative
Agent, as the case may be, is unable to determine the Eurodollar Rate for any
Borrowing of Eurodollar Loans or the Flex Eurodollar Rate for any Borrowing of
Flex Eurodollar Loans by reference to the Telerate Screen or other information
provided by a service organization referred to in clause (i) of the definitions
of the term Eurodollar Rate and Flex Eurodollar Rate, as the case may be, then
each Reference Bank agrees to furnish the Domestic Administrative Agent or the
Canadian Administrative Agent, as the case may be, timely information for the
purpose of determining the Eurodollar Rate or the Flex Eurodollar Rate, as the
case may be, for any such Borrowing.  If
any one or more of the Reference Banks shall not timely furnish such
information, the Domestic Administrative Agent or the Canadian Administrative
Agent, as the case may be, shall determine the Eurodollar Rate or the Flex
Eurodollar Rate, as the case may be, on the basis of timely information furnished
by the remaining Reference Banks.


 


53

















 


(j)            Interest
Margins.  As used herein, the
term “Applicable Eurodollar
Margin”, as applied to any Domestic Revolving Loan or Domestic
Term Loan which is a Eurodollar Loan, any Swing Line Revolving Loan which is a
Flex Eurodollar Loan, any Canadian Revolving Loan which is a CDOR Loan or a
Eurodollar Loan, or any portion of a Domestic Term Loan which is a Eurodollar
Loan, means the particular rate per annum determined by the Domestic
Administrative Agent in accordance with the Pricing Grid Table which appears
below, based on the ratio of Consolidated Total Debt to Consolidated EBITDA and
such Pricing Grid Table, and the following provisions:


 


(i)            Initially, until
changed hereunder in accordance with the following provisions, the Applicable
Eurodollar Margin will be (A) 70.00 Basis Points per annum for Domestic
Revolving Loans, Swing Line Revolving Loans and Canadian Revolving Loans and
(B) 87.50 Basis Points per annum for Domestic Term Loans.


 


(ii)           Commencing with the
fiscal quarter of the Borrowers ended on or nearest to September 30, 2004, and
continuing with each fiscal quarter thereafter, the Domestic Administrative
Agent will determine the Applicable Eurodollar Margin in accordance with the
Pricing Grid Table, based on the ratio of (x) Consolidated Total Debt as of the
end of such fiscal quarter, to (y) Consolidated EBITDA for the Testing Period
ended on the last day of such fiscal quarter, and identified in such Pricing
Grid Table; provided, however,
that in computing Consolidated EBITDA for each of the Testing Periods ending on
or prior to June 30, 2005, Consolidated EBITDA shall be determined as if
Genlyte Group had owned, directly or indirectly, 100% of, as the case may be,
the capital stock or the membership interests in Genlyte Thomas and GTG
Intangible during all of such Testing Period. 
Changes in the Applicable Eurodollar Margin based upon changes in such
ratio shall become effective on the first day of the month following the
receipt by the Domestic Administrative Agent pursuant to section 10.1(a)
or (b), as applicable, of the financial statements of the Borrowers in
respect of the period ending with such fiscal quarter, accompanied by the
applicable certificate and calculations referred to in section 10.1(c),
demonstrating the computation of such ratio, based upon the ratio in effect at
the end of the applicable period covered (in whole or in part) by such
financial statements.


 


(iii)          Notwithstanding the
above provisions, during any period when (A) the Borrowers have failed to
timely deliver their consolidated financial statements referred to in section
10.1(a) or (b), accompanied by the applicable certificate and
calculations referred to in section 10.1(c), (B) a Default under section
12.1(a) has occurred and is continuing, or (C) an Event of Default has
occurred and is continuing, without waiving or limiting any other right or
remedy of the Lenders in respect thereof, the Applicable Eurodollar Margin
shall each be the highest rate per annum indicated therefor in the Pricing Grid
Table, regardless of the ratio of Consolidated Total Debt to Consolidated
EBITDA at such time.


 


(iv)          The Domestic
Administrative Agent will promptly provide notice of its determinations hereunder
to the Canadian Administrative Agent, the Borrowers and the Lenders.  Any such determination by such
Administrative Agent pursuant to this section 2.8(j) shall be conclusive
and binding absent manifest error.


 


54

















 


PRICING GRID TABLE


(expressed in Basis Points)


 


	
  Ratio of

  Consolidated Total Debt

  To

  Consolidated EBITDA

  	
   

  	
  Applicable

  Eurodollar

  Margin for

  Domestic

  Revolving Loans,

  Swing Line

  Revolving Loans,

  and Canadian

  Revolving Loans

  	
   

  	
  Applicable

  Facility Fee

  Rate

  	
   

  	
  Applicable

  Eurodollar

  Margin for

  Domestic

  Term Loans

  	
   

  
	
  > 3.00 to
  1.00

  	
   

  	
  100.00

  	
   

  	
  25.00

  	
   

  	
  125.00

  	
   

  
	
  > 2.50 to
  1.00 and £ 3.00 to 1.00

  	
   

  	
  80.00

  	
   

  	
  20.00

  	
   

  	
  100.00

  	
   

  
	
  > 2.00 to
  1.00 and £ 2.50 to 1.00

  	
   

  	
  70.00

  	
   

  	
  17.50

  	
   

  	
  87.50

  	
   

  
	
  > 1.50 to
  1.00 and £ 2.00 to 1.00

  	
   

  	
  60.00

  	
   

  	
  15.00

  	
   

  	
  75.00

  	
   

  
	
  £ 1.50 to 1.00

  	
   

  	
  50.00

  	
   

  	
  12.50

  	
   

  	
  62.50

  	
   

  



 


2.9.         Selection
and Continuation of Interest Periods.  (a) A Borrower shall have the right


 


(i)            at the time that it
gives a Notice of Borrowing or Notice of Conversion in respect of the making of
or Conversion into a Borrowing of (A) Domestic Revolving Loans consisting of
Eurodollar Loans, (B) Canadian Revolving Loans consisting of CDOR Loans or
Eurodollar Loans, or (C) any portion of Domestic Term Loans consisting of
Eurodollar Loans, to select in such Notice the Interest Period to be applicable
to such Borrowing, and


 


(ii)           prior to 11:00 A.M.
(local time at the Notice Office) on the third Business Day prior to the
expiration of an Interest Period applicable to a Borrowing of Domestic
Revolving Loans consisting of Eurodollar Loans or any portion of Domestic Term
Loans consisting of Eurodollar Loans, to elect by giving the Domestic
Administrative Agent written or telephonic notice (in the case of telephonic
notice, promptly confirmed in writing if so requested by the Domestic
Administrative Agent) to Continue all or a portion consisting


 


55

















 


of at least the Minimum Borrowing Amount of the
principal amount of such Loans as one or more Borrowings of Eurodollar Loans
and to select the Interest Period to be applicable to any such Borrowing, and


 


(iii)          prior to 11:00 A.M.
(local time at the Notice Office) on the third Business Day prior to the
expiration of an Interest Period applicable to a Borrowing of Canadian
Revolving Loans consisting of CDOR Loans or Eurodollar Loans, to elect by
giving the Canadian Administrative Agent written or telephonic notice (in the
case of telephonic notice, promptly confirmed in writing if so requested by the
Canadian Administrative Agent) to Continue all or a portion consisting of at
least the Minimum Borrowing Amount of the principal amount of such Loans as one
or more Borrowings of, as the case may be, CDOR Loans or Eurodollar Loans and
to select the Interest Period to be applicable to any such Borrowing (any such
notice referred to in this section 2.9(a)(ii) or 2.9(a)(iii), a “Notice of Continuation”),


 


which Interest Period shall, at the option of the applicable Borrowers,
be a one, two, three or six month period; provided, that notwithstanding anything to the contrary
contained above, the Borrower’s right to select an Interest Period or to effect
any Continuation shall be subject to the applicable provisions of section
2.10 and to the following:


 


(i)            the initial Interest
Period for any Borrowing of Eurodollar Loans or CDOR Loans shall commence on
the date of such Borrowing (the date of a Borrowing resulting from a Conversion
or Continuation shall be the date of such Conversion or Continuation) and each
Interest Period occurring thereafter in respect of such Borrowing shall
commence on the day on which the next preceding Interest Period expires;


 


(ii)           if any Interest Period
begins on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period, such Interest Period shall
end on the last Business Day of such calendar month;


 


(iii)          if any Interest Period
would otherwise expire on a day which is not a Business Day, such Interest
Period shall expire on the next succeeding Business Day, provided that if any Interest Period would
otherwise expire on a day which is not a Business Day but is a day of the month
after which no further Business Day occurs in such month, such Interest Period
shall expire on the next preceding Business Day;


 


(iv)          no Interest Period for
any Eurodollar Loan or any CDOR Loan may be selected which would end after the
Maturity Date;


 


(v)           each Borrowing of
Eurodollar Loans and CDOR Loans resulting from any Continuation shall be in at
least the Minimum Borrowing Amount applicable thereto;


 


(vi)          no Interest Period may
be elected at any time when a Default under section 12.1(a) or an Event
of Default is then in existence unless the Required Domestic Revolving Facility
Lenders or the Required Canadian Facility Lenders, as applicable, otherwise
agree; and


 


56

















 


(vii)         A Borrowing of any Class
may not be Converted to or Continued as a Borrowing of Eurodollar Loans or CDOR
Loans if after giving effect thereto (i) the Interest Period therefor would
commence before and end after a date on which any principal of the Loans of
such Class is scheduled to be repaid and (ii) the sum of the aggregate
principal amount of outstanding Borrowings of Eurodollar Loans or CDOR Loans of
such Class with Interest Periods ending on or prior to such scheduled repayment
date, plus
the aggregate principal amount of outstanding Borrowings of, as applicable,
Domestic Prime Rate Loans or Canadian Prime Rate Loans of such Class would be less
than the aggregate principal amount of Loans of such Class required to be
repaid on such scheduled repayment date.


 


(b)           If
upon the expiration of any Interest Period the applicable Borrower has failed
to (or may not) elect a new Interest Period to be applicable to the respective
Borrowing of Eurodollar Loans or CDOR Loans as provided above, such Borrower
shall be deemed to have elected to Convert such Borrowing of Eurodollar Loans
to Domestic Prime Rate Loans and such Borrowing of CDOR Loans to Canadian Prime
Rate Loans, effective as of the expiration date of such current Interest
Period.  If the applicable Borrower
fails to specify in a Notice of Continuation the Interest Period for any
Eurodollar Loans or CDOR Loans which will be Continued as Eurodollar Loans or
CDOR Loans, as the case may be, such Interest Period shall be deemed to be one
month.


 


2.10.       Increased Costs,
Illegality, etc.  (a) In the
event that (1) in the case of clause (i) below, the Administrative Agents or
(2) in the case of clauses (ii) and (iii) below, any Lender, shall have
determined on a reasonable basis (which determination shall, absent manifest
error, be final and conclusive and binding upon all parties hereto):


 


(i)            on any date for
determining the Eurodollar Rate or the CDOR Rate for any Interest Period, or
the Flex Eurodollar Rate, that by reason of any changes arising after the
Effective Date affecting the applicable interbank Eurodollar market or the
interbank Canadian Dollar market, adequate and fair means do not exist for ascertaining
the applicable interest rate on the basis provided for in the definition of the
Eurodollar Rate, the Flex Eurodollar Rate or the CDOR Rate; or


 


(ii)           at any time, that such
Lender shall incur increased costs or reductions in the amounts received or
receivable hereunder in an amount which such Lender reasonably deems material
with respect to any Eurodollar Loans, Flex Eurodollar Loans or CDOR Loans
(other than any increased cost or reduction in the amount received or
receivable resulting from the imposition of or a change in the rate of taxes or
similar charges) because of (x) any change since the Effective Date in any
applicable law, governmental rule, regulation, guideline, order or request
(whether or not having the force of law), or in the interpretation or
administration thereof and including the introduction of any new law or
governmental rule, regulation, guideline, order or request (such as, for
example, but not limited to, a change in official reserve requirements, but, in
all events, excluding reserves includable in the Eurodollar Rate and the Flex
Eurodollar Rate pursuant to the definitions thereof) and/or (y) other
circumstances adversely affecting the interbank Eurodollar market with respect
to Eurodollar Loans and Flex Eurodollar Loans, the interbank Canadian Dollar
market with respect to CDOR Loans, or the position of such Lenders in such
markets; or


 


57

















 


(iii)          at any time, that the
making or continuance of any Eurodollar Loan, Flex Eurodollar Loan or CDOR Loan
has become unlawful by compliance by such Domestic Revolving Facility Lender,
Domestic Term Loan Lender or Canadian Facility Lender, as applicable, in good
faith with any change since the Effective Date in any law, governmental rule,
regulation, guideline or order, or the interpretation or application thereof,
or would conflict with any thereof not having the force of law but with which
such Lender customarily complies or has become impracticable as a result of a
contingency occurring after the Effective Date which materially adversely
affects the interbank Eurodollar market or the interbank Canadian Dollar
market;


 


then, and in any such
event, such Lender (or the applicable Administrative Agent in the case of
clause (i) above) shall (x) on or promptly following such date or time and (y)
within 10 Business Days of the date on which such event no longer exists give
notice (by telephone confirmed in writing) to the affected Borrowers and to the
Administrative Agents of such determination (which notice the Administrative
Agents shall promptly transmit to each of the other applicable Lenders).  Thereafter (x) in the case of clause
(i) above, affected Eurodollar Loans, Flex Eurodollar Loans or affected CDOR
Loans, as the case may be, shall no longer be available until such time as the
applicable Administrative Agent notifies the affected Borrowers and the
affected Lenders that the circumstances giving rise to such notice by such
Administrative Agent no longer exist, and any Notice of Borrowing or Notice of
Conversion, as applicable, given by the Borrowers with respect to affected
Eurodollar Loans, affected Flex Eurodollar Loans, or affected CDOR Loans, as
applicable, which have not yet been incurred or converted shall be deemed
rescinded by such Borrowers or, in the case of a Notice of Borrowing, shall, at
the option of the affected Borrowers, be deemed converted into a Notice of
Borrowing for Domestic Prime Rate Loans (in the case of affected Eurodollar
Loans and Flex Eurodollar Loans) or Canadian Prime Rate Loans (in the case of
affected CDOR Loans) to be made on the date of Borrowing contained in such
Notice of Borrowing, (y) in the case of clause (ii) above, the affected
Borrowers shall, for so long as such increased cost or reduction in amount
shall exist, pay to such Domestic Revolving Facility Lender, Domestic Term Loan
Lender, Swing Line Lender or the Canadian Facility Lender, as applicable, upon
written demand therefor, such additional amounts (in the form of an increased
rate of, or a different method of calculating, interest or otherwise as such
Lender shall determine) as shall be required to compensate such Lender, for
such increased costs or reductions in amounts receivable hereunder (a written
notice as to the additional amounts owed to such Lender, showing the basis for
the calculation thereof submitted to the affected Borrowers by such Lender
shall, absent manifest error, be final and conclusive and binding upon all
parties hereto) and (z) in the case of clause (iii) above, the affected
Borrowers shall take one of the actions specified in section 2.10(b) as
promptly as possible and, in any event, within the time period required by law.


 


(b)           At
any time that any Eurodollar Loan, any Flex Eurodollar Loan or any CDOR Loan is
affected by the circumstances described in section 2.10(a)(ii) or (iii),
the affected Borrowers may (and in the case of a Eurodollar Loan, Flex
Eurodollar Loan or CDOR Loan affected pursuant to section 2.10(a)(iii)
the affected Borrowers shall) either (i) if the affected Eurodollar Loan,
the affected Flex Eurodollar Loan, or the affected CDOR Loan, as applicable, is
then being made pursuant to a Borrowing, by giving the Domestic Administrative
Agent or Canadian Administrative Agent, as applicable, telephonic notice (confirmed
promptly in writing) thereof on the same date that


 


58

















 


the Borrowers were notified by a Lender pursuant to section
2.10(a)(ii) or (iii), cancel said affected Borrowing, convert the
related Notice of Borrowing into one requesting a Borrowing of Domestic Prime
Rate Loans (in the case of affected Eurodollar Loans and affected Flex
Eurodollar Loans) or Canadian Prime Rate Loan (in the case of affected CDOR
Loans) or require the affected Lender to make its requested Loan as a Domestic
Prime Rate Loan (in the case of affected Eurodollar Loans or affected Flex
Eurodollar Loans) or Canadian Prime Rate Loan (in the case of affected CDOR
Loans), as the case may be, or (ii) if the affected Eurodollar Loan, the affected
Flex Eurodollar Loan, or the affected CDOR Loan, as applicable, is then
outstanding, upon at least one Business Day’s notice (or same Business Day’s
notice in the case of an affected Flex Eurodollar Loan) to the Domestic
Administrative Agent or the Canadian Administrative Agent, as applicable,
require the affected Lender to convert each such Eurodollar Loan or Flex
Eurodollar Loan, as applicable, into a Domestic Prime Rate Loan or each such
CDOR Loan into a Canadian Prime Rate Loan, provided that if more than one Domestic Revolving
Facility Lender or Domestic Term Loan Lender (in the case of Eurodollar Loans)
or more than one Canadian Facility Lender (in the case of CDOR Loans or
Eurodollar Loans) is affected at any time, then all affected Domestic Revolving
Facility Lenders and Domestic Term Loan Lenders and all affected Canadian
Facility Lenders, as the case may be, must be treated the same pursuant to this
section 2.10(b).


 


(c)           If
any Lender shall have determined that after the Effective Date, the adoption of
any applicable law, rule or regulation regarding capital adequacy, or any
change therein, or any change in the interpretation or administration thereof
by any governmental authority, central bank or comparable agency charged by law
with the interpretation or administration thereof, or compliance by such Lender
or its parent corporation with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority,
central bank, or comparable agency, in each case made subsequent to the
Effective Date, has or would have the effect of reducing by an amount
reasonably deemed by such Lender to be material to the rate of return on such
Lender’s or its parent corporation’s capital or assets as a consequence of such
Lender’s commitments or obligations hereunder to a level below that which such
Lender or its parent corporation could have achieved but for such adoption,
effectiveness, change or compliance (taking into consideration such Lender’s or
its parent corporation’s policies with respect to capital adequacy), then from
time to time, within five days after demand by such Lender (with a copy to the
Administrative Agents), the Borrowers shall pay to such Lender such additional
amount or amounts as will compensate such Lender or its parent corporation for
such reduction.  Each Lender, upon
determining in good faith that any additional amounts will be payable pursuant
to this section 2.10(c), will give prompt written notice thereof to the
Borrowers, which notice shall set forth, in reasonable detail, the basis of the
calculation of such additional amounts, although the failure to give any such
notice shall not release or diminish any of the Borrowers’ obligations to pay
additional amounts pursuant to this section 2.10(c) upon the subsequent
receipt of such notice.


 


2.11.       Breakage
Compensation. 
Each Borrower shall compensate each applicable Lender, upon its written
request (which request shall set forth in reasonable detail the basis for
requesting and the method of calculating such compensation), for all reasonable
losses, expenses and liabilities (including, without limitation, any loss,
expense or liability incurred by reason of the liquidation or reemployment of
deposits or other funds required by such Lender to fund its Eurodollar Loans or
CDOR Loans) which such Lender may sustain: 
(i) if for any reason (other than a default by such Lender or such
Administrative Agent), a Borrowing of Eurodollar Loans or CDOR Loans, as


 


59

















 


applicable, does not occur on a date specified therefor in a Notice of
Borrowing or Notice of Conversion (whether or not rescinded or withdrawn by the
Borrowers or deemed rescinded or withdrawn pursuant to section 2.10);
(ii) if any repayment, prepayment, Conversion or Continuation of any of its
Eurodollar Loans or CDOR Loans occurs on a date which is not the last day of an
Interest Period applicable thereto; (iii) if any prepayment of any of its
Eurodollar Loans or CDOR Loans is not made on any date specified in a notice of
prepayment given by a Borrower; or (iv) as a consequence of (x) any other
default by a Borrower to repay its Eurodollar Loans or CDOR Loans when required
by the terms of this Agreement or (y) an election made pursuant to section
2.10(b).  Such loss, cost, expense
and liability to any Lender shall be deemed to include an amount determined by
such Lender to be the excess, if any, of (i) the amount of interest which would
have accrued on the principal amount of such Loan had such event not occurred,
at the interest rate that would have been applicable to such Loan, for the
period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to effect a Borrowing, Conversion
or Continuation, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for Dollar deposits of
a comparable amount and period from other banks in the London interbank market
(with respect to Eurodollar Loans) or the Canadian Dollar interbank market
(with respect to CDOR Loans). A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this
section shall be delivered to the Borrowers and shall be conclusive absent
manifest error.  Each Borrower shall pay
such Lender the amount shown as due on any such request within ten days after
receipt thereof.


 


2.12.       Same Indebtedness; Other
References


 


(a)           This
Agreement and the other Credit Documents shall not be deemed to provide for or
effect a novation or repayment and re-advance of any portion of the Indebtedness
under the Existing Credit Agreement now outstanding, it being the intention of
the Borrowers and the Lenders hereby that the Indebtedness owing under this
Agreement be and hereby is the same Indebtedness as that owing under the
Existing Credit Agreement immediately prior to the effectiveness hereof.  Without limiting the generality of the
foregoing, to the extent, if any, not paid prior to the effectiveness of this
Agreement, all accrued interest and fees owing under and pursuant to the
Existing Credit Agreement shall be due and payable in full on the date on which
they would have been due and payable pursuant to the Existing Credit Agreement.


 


(b)           Upon
the effectiveness of this Agreement, the Existing Credit Agreement shall be
deemed to have been amended and restated in its entirety and superseded by this
Agreement, and any references in any other Credit Document to the Existing
Credit Agreement shall be deemed to refer to this Agreement.


 


60

















 


SECTION
3.         DOMESTIC FACILITY LETTERS OF CREDIT.


 


3.1.         Domestic Facility Letters of
Credit.  (a) Subject to and
upon the terms and conditions herein set forth, any Domestic Facility Borrower
may request a Letter of Credit Issuer at any time and from time to time on or
after the Closing Date and prior to the date that is 15 Business Days prior to
the Maturity Date to issue, for the account of that Borrower or any of its
Subsidiaries (other than the Receivables Facility Subsidiary) a Domestic
Facility Letter of Credit (the Borrower so requesting, a “Domestic Facility Letter of Credit Obligor”),
and in support of worker compensation, liability insurance, releases of
contract retention obligations, contract performance guarantee requirements and
other bonding obligations of a Domestic Facility Borrower or any Subsidiary
(other than the Receivables Facility Subsidiary) of that Borrower incurred in
the ordinary course of its business, and such other standby obligations of a
Domestic Facility Borrower and any Subsidiary (other than the Receivables
Facility Subsidiary) of that Borrower that are acceptable to the Letter of
Credit Issuer, and subject to and upon the terms and conditions herein set
forth, the Letter of Credit Issuer agrees to issue from time to time,
irrevocable standby letters of credit denominated and payable in Dollars in
such form as may be approved by such Letter of Credit Issuer and the Domestic
Administrative Agent (each such letter of credit, a “Domestic Facility Letter of Credit” and
collectively, the “Domestic Facility
Letters of Credit”).


 


(b)           Notwithstanding
the foregoing, (i) no Domestic Facility Letter of Credit shall be issued in the
Stated Amount of which, when added to the Domestic Facility Letter of Credit
Outstandings at such time, would exceed either (x) $50,000,000 or (y) when
added to the aggregate principal amount of all Domestic Revolving Loans and
Swing Line Revolving Loans then outstanding, an amount equal to the Total
Domestic Revolving Commitment at such time; (ii) no individual Domestic Facility
Letter of Credit shall be issued which has an initial Stated Amount less than
$100,000 unless such lesser Stated Amount is acceptable to the Letter of Credit
Issuer; and (iii) each Domestic Facility Letter of Credit shall have an expiry
date (including any renewal periods) occurring not later than the earlier of
(A) one year from the date of issuance thereof, unless a longer period is
approved by the relevant Letter of Credit Issuer and the Required Domestic
Revolving Facility Lenders, and (B) 15 Business Days prior to the Maturity
Date, in each case on terms acceptable to the Domestic Administrative Agent and
the Letter of Credit Issuer. In addition, no Domestic Facility Letter of Credit
shall be issued or increased in amount if after giving effect thereto the
Domestic Facility Borrowers would be required to prepay Domestic Revolving
Loans in accordance with section 7.2(a).


 


(c)           Notwithstanding
the foregoing, in the event a Lender Default exists with respect to a Domestic
Revolving Facility Lender, no Letter of Credit Issuer shall be required to
issue any Domestic Facility Letter of Credit unless either (i) such Letter of
Credit Issuer has entered into arrangements satisfactory to it and the
Borrowers to eliminate such Letter of Credit Issuer’s risk with respect to the
participation in Domestic Facility Letters of Credit of the Defaulting Lender
or Lenders, including by cash collateralizing such Defaulting Lender’s or
Lenders’ Domestic Revolving Facility Percentage of the Domestic Facility Letter
of Credit Outstandings; or (ii) the issuance of such Domestic Facility Letter
of Credit, taking into account the potential failure of such Defaulting Lender
or Lenders to risk participate therein, will not cause such Letter of Credit
Issuer to incur aggregate credit exposure hereunder with respect to Domestic
Revolving Loans and Domestic Facility Letter of Credit Outstandings in excess
of its Domestic Revolving Commitment, and the


 


61

















 


Borrowers have undertaken, for the benefit of such Letter of Credit
Issuer, pursuant to an instrument satisfactory in form and substance to the
Letter of Credit Issuer, not to thereafter incur Loans or Domestic Facility
Letter of Credit Outstandings hereunder which would cause the Letter of Credit
Issuer to incur aggregate credit exposure hereunder with respect to Loans and
Domestic Facility Letter of Credit Outstandings in excess of its Domestic
Revolving Commitment.


 


(d)           Annex
III hereto contains a description of all Existing Letters of Credit
outstanding on, and to continue in effect after, the Closing Date that were
issued under the “Domestic Revolving Facility” of the Existing Credit
Agreement. Each such Existing Letter of Credit shall constitute a “Domestic
Facility Letter of Credit” for all purposes of this Agreement, issued, for
purposes of section 5.2(b), on the Closing Date (provided that any and
all fees accrued to the Closing Date in respect thereof pursuant to the
Existing Credit Agreement shall have been paid in full on or before the Closing
Date), and the Borrowers, the Administrative Agents and the applicable Lenders
hereby agree that, from and after such date, the terms of this Agreement shall
apply to such Existing Letters of Credit, superseding any other agreement theretofore
applicable to them to the extent inconsistent with the terms hereof.


 


3.2.         Domestic
Facility Letter of Credit Requests: Notices of Issuance.  (a) Whenever it desires that a Domestic
Facility Letter of Credit be issued, a Domestic Facility Borrower shall give
the Domestic Administrative Agent and the Letter of Credit Issuer written or
telephonic notice (in the case of telephonic notice, promptly confirmed in
writing if so requested by the Domestic Administrative Agent) which, if in the
form of written notice shall be substantially in the form of Exhibit B-3,
or transmit by electronic communication (if arrangements for doing so have been
approved by the Letter of Credit Issuer), prior to 12:00 noon (local time at
its Notice Office) at least three Business Days (or such shorter period as may
be acceptable to the relevant Letter of Credit Issuer) prior to the proposed
date of issuance (which shall be a Business Day) (each a “Domestic Facility Letter of Credit Request”),
which Domestic Facility Letter of Credit Request shall include such supporting
documents that such Letter of Credit Issuer customarily requires in connection
therewith (including, in the case of a Letter of Credit for an account party
other than the Domestic Facility Borrowers, an application for, and if
applicable a reimbursement agreement with respect to, such Letter of
Credit).  Any documents executed in
connection with the issuance of a Letter of Credit (whether a Domestic Facility
Letter of Credit or a Canadian Facility Letter of Credit), including the Letter
of Credit itself, are herein referred to as “Letter of Credit Documents”.  In the event of any inconsistency between
any of the terms or provisions of any Letter of Credit Document and the terms
and provisions of this Agreement respecting Domestic Facility Letters of
Credit, the terms and provisions of this Agreement shall control.  The Domestic Administrative Agent shall
promptly notify each Domestic Revolving Facility Lender of each Domestic
Facility Letter of Credit Request.


 


(b)           Each
Letter of Credit Issuer shall, on the date of each issuance of a Domestic
Facility Letter of Credit by it, give the Domestic Administrative Agent, each
applicable Lender and the applicable Borrower written notice of the issuance of
such Domestic Facility Letter of Credit, accompanied by a copy to the Domestic
Administrative Agent of the such Domestic Facility Letters of Credit issued by
it.  Each Letter of Credit Issuer shall
provide to the Domestic Administrative Agent a quarterly (or monthly if requested
by any applicable Lender) summary describing each Domestic Facility Letter of
Credit issued by such Letter of Credit Issuer and then outstanding and an


 


62

















 


identification for the relevant period of the daily aggregate Domestic
Facility Letter of Credit Outstandings represented by Domestic Facility Letters
of Credit issued by such Letter of Credit Issuer.


 


3.3.         Agreement to
Repay Domestic Facility Letter of Credit Drawings.  (a) Each Domestic Facility Borrower hereby
agrees to reimburse (or cause any Domestic Facility Letter of Credit Obligor
for whose account a Domestic Facility Letter of Credit was issued to reimburse)
each Letter of Credit Issuer, by making payment directly to such Letter of
Credit Issuer in immediately available funds at the payment office of the
Letter of Credit Issuer, for any payment or disbursement made by the Letter of
Credit Issuer under any Domestic Facility Letter of Credit (each such amount so
paid or disbursed until reimbursed, an “Unpaid Domestic Facility Drawing”) immediately after,
and in any event on the date on which, such Letter of Credit Issuer notifies
such Borrower of such payment or disbursement (which notice to such Borrower
shall be delivered reasonably promptly after any such payment or disbursement),
such payment to be made in Dollars, with interest on the amount so paid or
disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior
to 1:00 P.M. (local time at the payment office of the Letter of Credit Issuer)
on the date of such payment or disbursement, from and including the date paid
or disbursed to but not including the date such Letter of Credit Issuer is
reimbursed therefor at a rate per annum which shall be the rate then applicable
to Domestic Revolving Loans which are Domestic Prime Rate Loans (plus an
additional 2% per annum if not reimbursed by the Business Day after the date of
such payment or disbursement), any such interest also to be payable on demand.


 


(b)           Each
Domestic Facility Borrower’s obligation under this section 3.3 to
reimburse each Letter of Credit Issuer with respect to Unpaid Domestic Facility
Drawings (including, in each case, interest thereon) shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment which any Borrower or any other Domestic
Facility Letter of Credit Obligor may have or have had against the Letter of
Credit Issuer, the Administrative Agents, the Co-Lead Arrangers, the Co-Documentation
Agents or any Lender, including, without limitation, any defense based upon the
failure of any drawing under a Domestic Facility Letter of Credit to conform to
the terms of the Domestic Facility Letter of Credit or any non-application or
misapplication by the beneficiary of the proceeds of such drawing or upon any
draft, certificate or other document presented under the Domestic Facility
Letter of Credit proving to be forged, fraudulent, invalid or insufficient in
any respect or any statement therein being untrue or inaccurate in any respect;
provided, however,
that no Borrower shall be obligated to reimburse a Letter of Credit Issuer for
any wrongful payment made by such Letter of Credit Issuer under a Domestic
Facility Letter of Credit as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of such Letter of Credit Issuer.


 


3.4.         Domestic
Facility Letter of Credit Participations.  (a) Immediately upon the issuance by a Letter of Credit Issuer of
any Domestic Facility Letter of Credit, such Letter of Credit Issuer shall be
deemed to have sold and transferred to each Domestic Revolving Facility Lender,
and each such Domestic Revolving Facility Lender (each a “Domestic Facility Participant”) shall be
deemed irrevocably and unconditionally to have purchased and received from such
Letter of Credit Issuer, without recourse or warranty, an undivided interest
and participation, to the extent of such Lender’s Domestic Revolving Facility
Percentage, in such Domestic Facility Letter of Credit, each substitute letter
of credit, each drawing made thereunder, the obligations of the Borrowers under
this


 


63

















 


Agreement with respect thereto (although Letter of Credit Fees shall be
payable directly to the Domestic Administrative Agent for the account of the
Domestic Revolving Facility Lenders as provided in section 5.2(b) and
the Domestic Facility Participants shall have no right to receive any portion
of any fees of the nature contemplated by section 5.2(c)), the
obligations of any Domestic Facility Letter of Credit Obligor under any Letter
of Credit Documents pertaining thereto, and any security for, or guaranty
pertaining to, any of the foregoing. 
Upon any change in the Domestic Revolving Commitments of the Domestic
Revolving Facility Lenders pursuant to section 2.1(e) or 15.4(c),
it is hereby agreed that, with respect to all outstanding Domestic Facility
Letters of Credit and Unpaid Domestic Facility Drawings, there shall be an
automatic adjustment to the participations pursuant to this section 3.4
to reflect the new Domestic Revolving Facility Percentages of any Domestic
Revolving Facility Lender.


 


(b)           In
determining whether to pay under any Domestic Facility Letter of Credit, the Letter
of Credit Issuer shall not have any obligation relative to the Domestic
Facility Participants other than to determine that any documents required to be
delivered under such Domestic Facility Letter of Credit have been delivered and
that they appear to comply on their face with the requirements of such Domestic
Facility Letter of Credit. Any action taken or omitted to be taken by the
Letter of Credit Issuer under or in connection with any Domestic Facility
Letter of Credit if taken or omitted in the absence of gross negligence or
willful misconduct, shall not create for such Letter of Credit Issuer any
resulting liability.


 


(c)           In
the event that a Letter of Credit Issuer makes any payment under any Domestic
Facility Letter of Credit and the applicable Borrower shall not have reimbursed
(or caused any applicable Domestic Facility Letter of Credit Obligor to
reimburse) such amount in full to such Letter of Credit Issuer pursuant to section
3.3(a), such Letter of Credit Issuer shall promptly notify the Domestic
Administrative Agent, and the Domestic Administrative Agent shall promptly
notify each Domestic Facility Participant of such failure, and each Domestic
Facility Participant shall promptly and unconditionally pay to the Domestic
Administrative Agent for the account of such Letter of Credit Issuer, the
amount of such Domestic Facility Participant’s Domestic Revolving Facility
Percentage of such payment in U.S. Dollars and in same day funds, provided, however,
that no Domestic Facility Participant shall be obligated to pay to the Domestic
Administrative Agent its Domestic Revolving Facility Percentage of such
unreimbursed amount for any wrongful payment made by such Letter of Credit
Issuer under a Domestic Facility Letter of Credit as a result of acts or omissions
constituting willful misconduct or gross negligence on the part of the Letter
of Credit Issuer.  If the Domestic
Administrative Agent so notifies any Domestic Facility Participant required to
fund a payment under a Domestic Facility Letter of Credit prior to 11:00 A.M.
(local time at its Notice Office) on any Business Day, such Domestic Facility
Participant shall make available to the Domestic Administrative Agent for the
account of the relevant Letter of Credit Issuer such Domestic Facility Participant’s
Domestic Revolving Facility Percentage of the amount of such payment on such
Business Day in same day funds.  If and
to the extent such Domestic Facility Participant shall not have so made its
Domestic Revolving Facility Percentage of the amount of such payment available
to the Domestic Administrative Agent for the account of the relevant Letter of
Credit Issuer, such Domestic Facility Participant agrees to pay to the Domestic
Administrative Agent for the account of such Letter of Credit Issuer, forthwith
on demand such amount, together with interest thereon, for each day from such
date until the date such amount is paid to the Domestic Administrative Agent
for the account of such Letter of Credit Issuer at the Federal Funds Effective


 


64

















 


Rate.  The failure of any
Domestic Facility Participant to make available to the Domestic Administrative
Agent for the account of the relevant Letter of Credit Issuer its Domestic
Revolving Facility Percentage of any payment under any Domestic Facility Letter
of Credit shall not relieve any other Domestic Facility Participant of its
obligation hereunder to make available to the Domestic Administrative Agent for
the account of such Letter of Credit Issuer its Domestic Revolving Facility
Percentage of any payment under any Domestic Facility Letter of Credit on the
date required, as specified above, but no Domestic Facility Participant shall
be responsible for the failure of any other Domestic Facility Participant to
make available to the Domestic Administrative Agent for the account of such
Letter of Credit Issuer such other Domestic Facility Participant’s Domestic
Revolving Facility Percentage of any such payment.


 


(d)           Whenever
a Letter of Credit Issuer receives a payment of a reimbursement obligation as
to which the Domestic Administrative Agent has received for the account of such
Letter of Credit Issuer any payments from the Domestic Facility Participants
pursuant to section 3.4(c) above, such Letter of Credit Issuer shall pay
to the Domestic Administrative Agent and the Domestic Administrative Agent
shall promptly pay to each Domestic Facility Participant which has paid its
Domestic Revolving Facility Percentage thereof, in U.S. Dollars and in same day
funds, an amount equal to such Domestic Facility Participant’s Domestic
Revolving Facility Percentage of the principal amount thereof and interest
thereon accruing after the purchase of the respective participations, as and to
the extent so received.


 


(e)           The
obligations of the Domestic Facility Participants to make payments to the
Domestic Administrative Agent for the account of each Letter of Credit Issuer
with respect to Domestic Facility Letters of Credit shall be irrevocable and
not subject to counterclaim, set-off or other defense or any other
qualification or exception whatsoever and shall be made in accordance with the
terms and conditions of this Agreement under all circumstances, including,
without limitation, any of the following circumstances:


 


(i)            any lack of validity
or enforceability of this Agreement or any of the other Credit Documents;


 


(ii)           the existence of any
claim, set-off defense or other right which a Borrower may have at any time
against a beneficiary named in a Domestic Facility Letter of Credit, any transferee
of any Domestic Facility Letter of Credit (or any person for whom any such
transferee may be acting), either Administrative Agent, either Co-Lead
Arranger, either Co-Documentation Agent, any Letter of Credit Issuer, any
Lender, or other person, whether in connection with this Agreement, any
Domestic Facility Letter of Credit, the transactions contemplated herein or any
unrelated transactions (including any underlying transaction between a Borrower
and the beneficiary named in any such Domestic Facility Letter of Credit),
other than any claim which a Borrower may have against any applicable Letter of
Credit Issuer for gross negligence or willful misconduct of such Letter of
Credit Issuer in making payment under any applicable Domestic Facility Letter
of Credit;


 


(iii)          any draft, certificate
or other document presented under the Domestic Facility Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect;


 


65

















 


(iv)          the surrender or
impairment of any security for the performance or observance of any of the
terms of any of the Credit Documents: or


 


(v)           the occurrence of any
Default or Event of Default.


 


(f)            To
the extent the Letter of Credit Issuer is not indemnified by the Borrowers, the
Domestic Facility Participants will reimburse and indemnify the Letter of
Credit Issuer, in proportion to their respective Domestic Revolving Facility
Percentages, for and against any and all liabilities, obligations, losses,
damages, penalties, claims, actions, judgments, costs, expenses or
disbursements of whatsoever kind or nature which may be imposed on, asserted
against or incurred by the Letter of Credit Issuer in performing its respective
duties in any way related to or arising out of its issuance of Domestic
Facility Letters of Credit, provided that no Domestic Facility Participants shall be
liable for any portion of such liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, costs, expenses or disbursements resulting from the
Letter of Credit Issuer’s gross negligence or willful misconduct.


 


3.5.         Increased Costs.  If after the Effective Date, the adoption of
any applicable law, rule or regulation, or any change therein, or any change in
the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Letter of Credit Issuer or any
Domestic Revolving Facility Lender with any request or directive (whether or
not having the force of law) by any such authority, central bank or comparable
agency (in each case made subsequent to the Effective Date) shall either (i)
impose, modify or make applicable any reserve, deposit, capital adequacy or
similar requirement against Domestic Facility Letters of Credit issued by such
Letter of Credit Issuer or such Domestic Revolving Facility Lender’s
participation therein, or (ii) shall impose on such Letter of Credit Issuer or
any Domestic Revolving Facility Lender any other conditions affecting this
Agreement, any Domestic Facility Letter of Credit or such Lender’s
participation therein; and the result of any of the foregoing is to increase the
cost to such Letter of Credit Issuer or such Lender of issuing, maintaining or
participating in any Domestic Facility Letter of Credit, or to reduce the
amount of any sum received or receivable by such Letter of Credit Issuer or
such Lender hereunder (other than any increased cost or reduction in the amount
received or receivable resulting from the imposition of or a change in the rate
of taxes or similar charges), then, upon demand to the applicable Borrower by
such Letter of Credit Issuer or such Lender (a copy of which notice shall be
sent by such Letter of Credit Issuer or such Lender to the Domestic
Administrative Agent), the applicable Borrower shall pay to such Letter of
Credit Issuer or such Domestic Revolving Facility Lender such additional amount
or amounts as will compensate any such Letter of Credit Issuer or such Lender
for such increased cost or reduction.  A
certificate submitted to the applicable Borrower by the Letter of Credit Issuer
or any such Domestic Revolving Facility Lender, as the case may be (a copy of
which certificate shall be sent by the Letter of Credit Issuer or such Lender
to the Domestic Administrative Agent), setting forth the basis for the
determination of such additional amount or amounts necessary to compensate any
Letter of Credit Issuer or such Lender as aforesaid shall be conclusive and
binding on the Borrowers absent manifest error, although the failure to deliver
any such certificate shall not release or diminish any of such Borrower’s
obligations to pay additional amounts pursuant to this section 3.5.


 


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SECTION
4.         CANADIAN FACILITY LETTERS OF CREDIT.


 


4.1.         Canadian
Facility Letters of Credit. 
(a) Subject to and upon the terms and conditions herein set forth, a
Canadian Facility Borrower may request a Letter of Credit Issuer at any time
and from time to time on or after the Closing Date and prior to the date that
is 15 Business Days prior to the Maturity Date to issue, for the account of
that Borrower or any of its Subsidiaries a Canadian Facility Letter of Credit
(the Borrower so requesting, a “Canadian Facility Letter of Credit Obligor”), and in
support of worker compensation, liability insurance, releases of contract
retention obligations, contract performance guarantee requirements and other
bonding obligations of a Canadian Facility Borrower or any of its Subsidiaries
incurred in the ordinary course of its business, and such other standby
obligations of a Canadian Facility Borrower and any of its Subsidiaries that are
acceptable to the Letter of Credit Issuer, and subject to and upon the terms
and conditions herein set forth, the Letter of Credit Issuer agrees to issue
from time to time, irrevocable standby letters of credit denominated and
payable in Canadian Dollars in such form as may be approved by such Letter of
Credit Issuer and the Canadian Administrative Agent (each such letter of
credit, a “Canadian Facility
Letter of Credit” and collectively, the “Canadian Facility Letters of Credit”).


 


(b)           Notwithstanding
the foregoing, (i) no Canadian Facility Letter of Credit shall be issued in the
Stated Amount of which, when added to the Canadian Facility Letter of Credit
Outstandings at such time, would exceed either (x) CDN$2,000,000 or (y) when
added to the aggregate principal amount of all Canadian Revolving Loans then
outstanding, an amount equal to the Total Canadian Revolving Commitment at such
time; (ii) no individual Canadian Facility Letter of Credit shall be issued
which has an initial Stated Amount less than CDN$100,000 unless such lesser
Stated Amount is acceptable to the Letter of Credit Issuer; and (iii) each
Canadian Facility Letter of Credit shall have an expiry date (including any
renewal periods) occurring not later than the earlier of (A) one year from the
date of issuance thereof, unless a longer period is approved by the relevant
Letter of Credit Issuer and the Required Canadian Facility Lenders, and (B) 15
Business Days prior to the Maturity Date, in each case on terms acceptable to
the Canadian Administrative Agent and the Letter of Credit Issuer. In addition,
no Canadian Facility Letter of Credit shall be issued or increased in amount if
after giving effect thereto the Borrowers would be required to prepay Canadian
Revolving Loans in accordance with section 7.2(c).


 


(c)           Notwithstanding
the foregoing, in the event a Lender Default exists with respect to a Canadian
Facility Lender, no Letter of Credit Issuer shall be required to issue any
Canadian Facility Letter of Credit unless either (i) such Letter of Credit
Issuer has entered into arrangements satisfactory to it and the Borrowers to
eliminate such Letter of Credit Issuer’s risk with respect to the participation
in Canadian Facility Letters of Credit of the Defaulting Lender or Lenders,
including by cash collateralizing such Defaulting Lender’s or Lenders’ Canadian
Revolving Facility Percentage of the Canadian Facility Letter of Credit
Outstandings; or (ii) the issuance of such Canadian Facility Letter of Credit,
taking into account the potential failure of such Defaulting Lender or Lenders
to risk participate therein, will not cause such Letter of Credit Issuer to
incur aggregate credit exposure hereunder with respect to Canadian Revolving
Loans and Canadian Facility Letter of Credit Outstandings in excess of its
Canadian Revolving Commitment, and the applicable Borrower has undertaken, for
the benefit of such Letter of Credit Issuer, pursuant to an instrument
satisfactory in


 


67

















 


form and substance to the Letter of Credit Issuer, not to thereafter
incur Loans or Canadian Facility Letter of Credit Outstandings hereunder which
would cause the Letter of Credit Issuer to incur aggregate credit exposure
hereunder with respect to Loans and Canadian Facility Letter of Credit
Outstandings in excess of its Canadian Revolving Commitment.


 


(d)           Annex III hereto contains a description of all
Existing Letters of Credit outstanding on, and to continue in effect after, the
Closing Date that were issued under the “Canadian Revolving Facility” of the
Existing Credit Agreement.  Each such
Existing Letter of Credit shall constitute a “Canadian Facility Letter of
Credit” for all purposes of this Agreement, issued, for purposes of section
5.2(b), on the Closing Date (provided that any and all fees accrued to the
Closing Date in respect thereof pursuant to the Existing Credit Agreement shall
have been paid in full on or before the Closing Date), and the Borrowers, the
Administrative Agents and the applicable Lenders hereby agree that, from and
after such date, the terms of this Agreement shall apply to such Existing
Letters of Credit, superseding any other agreement theretofore applicable to
them to the extent inconsistent with the terms hereof.


 


4.2.         Canadian
Facility Letter of Credit Requests: Notices of Issuance.  (a) Whenever it desires that a Canadian
Facility Letter of Credit be issued, a Canadian Facility Borrower shall give
the Canadian Administrative Agent and the Letter of Credit Issuer written or
telephonic notice (in the case of telephonic notice, promptly confirmed in
writing if so requested by the Canadian Administrative Agent) which, if in the
form of written notice shall be substantially in the form of Exhibit B-4,
or transmit by electronic communication (if arrangements for doing so have been
approved by the Letter of Credit Issuer), prior to 12:00 noon (local time at
its Notice Office) at least three Business Days (or such shorter period as may
be acceptable to the relevant Letter of Credit Issuer) prior to the proposed
date of issuance (which shall be a Business Day) (each a “Canadian Facility Letter of Credit Request”),
which Canadian Facility Letter of Credit Request shall include such Letter of
Credit Documents that such Letter of Credit Issuer customarily requires in
connection therewith (including, in the case of a Canadian Facility Letter of
Credit for an account party other than the Canadian Facility Borrower, an
application for, and if applicable a reimbursement agreement with respect to,
such Canadian Facility Letter of Credit). 
In the event of any inconsistency between any of the terms or provisions
of any Letter of Credit Document and the terms and provisions of this Agreement
respecting Canadian Facility Letters of Credit, the terms and provisions of
this Agreement shall control.  The
Canadian Administrative Agent shall promptly notify each Canadian Facility
Lender of each Canadian Facility Letter of Credit Request.


 


(b)           Each
Letter of Credit Issuer shall, on the date of each issuance of a Canadian
Facility Letter of Credit by it, give the Canadian Administrative Agent, each
applicable Lender and the applicable Borrower written notice of the issuance of
such Canadian Facility Letter of Credit, accompanied by a copy to the Canadian
Administrative Agent of the such Canadian Facility Letters of Credit issued by
it.  Each Letter of Credit Issuer shall
provide to the Canadian Administrative Agent a quarterly (or monthly if
requested by any applicable Lender) summary describing each Canadian Facility
Letter of Credit issued by such Letter of Credit Issuer and then outstanding
and an identification for the relevant period of the daily aggregate Canadian
Facility Letter of Credit Outstandings represented by Canadian Facility Letters
of Credit issued by such Letter of Credit Issuer.


 


68

















 


4.3.         Agreement to
Repay Canadian Facility Letter of Credit Drawings.  (a) Each Canadian Facility Borrower hereby
agrees to reimburse (or cause any Canadian Facility Letter of Credit Obligor
for whose account a Canadian Facility Letter of Credit was issued to reimburse)
each Letter of Credit Issuer, by making payment directly to such Letter of
Credit Issuer in immediately available funds at the payment office of the
Letter of Credit Issuer, for any payment or disbursement made by the Letter of
Credit Issuer under any Canadian Facility Letter of Credit (each such amount so
paid or disbursed until reimbursed, an “Unpaid Canadian Facility Drawing”) immediately after,
and in any event on the date on which, such Letter of Credit Issuer notifies
such Borrower of such payment or disbursement (which notice to such Borrower
shall be delivered reasonably promptly after any such payment or disbursement),
such payment to be made in Canadian Dollars, with interest on the amount so
paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed
prior to 1:00 P.M. (local time at the payment office of the Letter of Credit
Issuer) on the date of such payment or disbursement, from and including the
date paid or disbursed to but not including the date the Letter of Credit
Issuer is reimbursed therefor at a rate per annum which shall be the rate then
applicable to Canadian Revolving Loans which are Canadian Prime Rate Loans
(plus an additional 2% per annum if not reimbursed by the Business Day after
the date of such payment or disbursement), any such interest also to be payable
on demand.


 


(b)           Each
Canadian Facility Borrower’s obligation under this section 4.3 to
reimburse each Letter of Credit Issuer with respect to Unpaid Canadian Facility
Drawings (including, in each case, interest thereon) shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment which any Borrower or any other Canadian
Facility Letter of Credit Obligor may have or have had against the Letter of
Credit Issuer, the Administrative Agents, the Co-Lead Arrangers, the
Co-Documentation Agents or any Lender, including, without limitation, any
defense based upon the failure of any drawing under a Canadian Facility Letter
of Credit to conform to the terms of the Canadian Facility Letter of Credit or
any non-application or misapplication by the beneficiary of the proceeds of
such drawing or upon any draft, certificate or other document presented under
the Canadian Facility Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect; provided, however, that no Borrower shall be obligated
to reimburse a Letter of Credit Issuer for any wrongful payment made by such
Letter of Credit Issuer under a Canadian Facility Letter of Credit as a result
of acts or omissions constituting willful misconduct or gross negligence on the
part of such Letter of Credit Issuer.


 


4.4.         Canadian
Facility Letter of Credit Participations.  (a) Immediately upon the issuance by a Letter of Credit Issuer of
any Canadian Facility Letter of Credit, such Letter of Credit Issuer shall be
deemed to have sold and transferred to each Canadian Facility Lender, and each
such Canadian Facility Lender (each a “Canadian Facility Participant”) shall be deemed
irrevocably and unconditionally to have purchased and received from such Letter
of Credit Issuer, without recourse or warranty, an undivided interest and
participation, to the extent of such Lender’s Canadian Revolving Facility
Percentage, in such Canadian Facility Letter of Credit, each substitute letter
of credit, each drawing made thereunder, the obligations of the Borrowers under
this Agreement with respect thereto (although Letter of Credit Fees shall be
payable directly to the Canadian Administrative Agent for the account of the
Canadian Facility Lenders as provided in section 5.2(b) and the Canadian
Facility Participants shall have no right to receive any portion of any fees of
the nature contemplated by section 5.2(c)), the obligations of any
Canadian Facility Letter of Credit


 


69

















 


Obligor under any Letter of Credit Documents pertaining thereto, and
any security for, or guaranty pertaining to, any of the foregoing.  Upon any change in the Canadian Revolving
Commitments of the Canadian Facility Lenders pursuant to section 2.1(f)
or

section 15.4(c), it is hereby agreed that, with respect to all
outstanding Canadian Facility Letters of Credit and Unpaid Canadian Facility
Drawings, there shall be an automatic adjustment to the participations pursuant
to this section 4.4 to reflect the new Canadian Revolving Facility
Percentages of any Canadian Facility Lender.


 


(b)           In
determining whether to pay under any Canadian Facility Letter of Credit, the
Letter of Credit Issuer shall not have any obligation relative to the Canadian
Facility Participants other than to determine that any documents required to be
delivered under such Canadian Facility Letter of Credit have been delivered and
that they appear to comply on their face with the requirements of such Canadian
Facility Letter of Credit. Any action taken or omitted to be taken by the
Letter of Credit Issuer under or in connection with any Canadian Facility
Letter of Credit if taken or omitted in the absence of gross negligence or
willful misconduct, shall not create for such Letter of Credit Issuer any
resulting liability.


 


(c)           In
the event that a Letter of Credit Issuer makes any payment under any Canadian
Facility Letter of Credit and the applicable Borrower shall not have reimbursed
(or caused any applicable Canadian Facility Letter of Credit Obligor to
reimburse) such amount in full to such Letter of Credit Issuer pursuant to section
4.3(a), such Letter of Credit Issuer shall promptly notify the Canadian
Administrative Agent, and the Canadian Administrative Agent shall promptly
notify each Canadian Facility Participant of such failure, and each Canadian
Facility Participant shall promptly and unconditionally pay to the Canadian
Administrative Agent for the account of such Letter of Credit Issuer, the
amount of such Canadian Facility Participant’s Canadian Revolving Facility
Percentage of such payment in Canadian Dollars and in same day funds, provided, however,
that no Canadian Facility Participant shall be obligated to pay to the Canadian
Administrative Agent its Canadian Revolving Facility Percentage of such
unreimbursed amount for any wrongful payment made by such Letter of Credit
Issuer under a Canadian Facility Letter of Credit as a result of acts or
omissions constituting willful misconduct or gross negligence on the part of
the Letter of Credit Issuer.  If the
Canadian Administrative Agent so notifies any Canadian Facility Participant
required to fund a payment under a Canadian Facility Letter of Credit prior to
11:00 A.M. (local time at its Notice Office) on any Business Day, such Canadian
Facility Participant shall make available to the Canadian Administrative Agent
for the account of the relevant Letter of Credit Issuer such Canadian Facility
Participant’s Canadian Revolving Facility Percentage of the amount of such
payment on such Business Day in same day funds.  If and to the extent such Canadian Facility Participant shall not
have so made its Canadian Revolving Facility Percentage of the amount of such
payment available to the Canadian Administrative Agent for the account of the
relevant Letter of Credit Issuer, such Canadian Facility Participant agrees to
pay to the Canadian Administrative Agent for the account of such Letter of
Credit Issuer, forthwith on demand such amount, together with interest thereon,
for each day from such date until the date such amount is paid to the Canadian
Administrative Agent for the account of such Letter of Credit Issuer at the
Canadian Prime Rate.  The failure of any
Canadian Facility Participant to make available to the Canadian Administrative
Agent for the account of the relevant Letter of Credit Issuer its Canadian
Revolving Facility Percentage of any payment under any Canadian Facility Letter
of Credit shall not relieve any other Canadian Facility Participant of its
obligation hereunder to make available to the Canadian Administrative Agent for
the account of such Letter of Credit Issuer its Canadian Revolving Facility 


 


70

















 


Percentage of any payment under any Canadian Facility Letter of Credit
on the date required, as specified above, but no Canadian Facility Participant
shall be responsible for the failure of any other Canadian Facility Participant
to make available to the Canadian Administrative Agent for the account of such
Letter of Credit Issuer such other Canadian Facility Participant’s Canadian
Revolving Facility Percentage of any such payment.


 


(d)           Whenever
a Letter of Credit Issuer receives a payment of a reimbursement obligation as
to which the Canadian Administrative Agent has received for the account of such
Letter of Credit Issuer any payments from the Canadian Facility Participants
pursuant to section 4.4(c) above, such Letter of Credit Issuer shall pay
to the Canadian Administrative Agent and the Canadian Administrative Agent
shall promptly pay to each Canadian Facility Participant which has paid its
Canadian Revolving Facility Percentage thereof, in Canadian Dollars and in same
day funds, an amount equal to such Canadian Facility Participant’s Canadian
Revolving Facility Percentage of the principal amount thereof and interest
thereon accruing after the purchase of the respective participations, as and to
the extent so received.


 


(e)           The
obligations of the Canadian Facility Participants to make payments to the
Canadian Administrative Agent for the account of the Letter of Credit Issuer
with respect to Canadian Facility Letters of Credit shall be irrevocable and
not subject to counterclaim, set-off or other defense or any other
qualification or exception whatsoever and shall be made in accordance with the
terms and conditions of this Agreement under all circumstances, including,
without limitation, any of the following circumstances:


 


(i)            any lack of validity
or enforceability of this Agreement or any of the other Credit Documents;


 


(ii)           the existence of any
claim, set-off defense or other right which a Borrower may have at any time
against a beneficiary named in a Canadian Facility Letter of Credit, any
transferee of any Canadian Facility Letter of Credit (or any person for whom
any such transferee may be acting), either Administrative Agent, either Co-Lead
Arranger, either Co-Documentation Agent, any Letter of Credit Issuer, any
Lender, or other person, whether in connection with this Agreement, any
Canadian Facility Letter of Credit, the transactions contemplated herein or any
unrelated transactions (including any underlying transaction between a Borrower
and the beneficiary named in any such Canadian Facility Letter of Credit),
other than any claim which a Borrower may have against any applicable Letter of
Credit Issuer for gross negligence or willful misconduct of such Letter of
Credit Issuer in making payment under any applicable Canadian Facility Letter
of Credit;


 


(iii)          any draft, certificate
or other document presented under the Canadian Facility Letter of Credit proving
to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect;


 


(iv)          the surrender or
impairment of any security for the performance or observance of any of the
terms of any of the Credit Documents: or


 


(v)           the occurrence of any
Default or Event of Default.


 


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(f)            To
the extent the Letter of Credit Issuer is not indemnified by the Borrowers, the
Canadian Facility Participants will reimburse and indemnify the Letter of
Credit Issuer, in proportion to their respective Canadian Revolving Facility
Percentages, for and against any and all liabilities, obligations, losses,
damages, penalties, claims, actions, judgments, costs, expenses or disbursements
of whatsoever kind or nature which may be imposed on, asserted against or
incurred by the Letter of Credit Issuer in performing its respective duties in
any way related to or arising out of its issuance of Canadian Facility Letters
of Credit, provided
that no Canadian Facility Participants shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, costs, expenses or disbursements resulting from the Letter of Credit
Issuer’s gross negligence or willful misconduct.


 


4.5.         Increased Costs.  If after the Effective Date, the adoption of
any applicable law, rule or regulation, or any change therein, or any change in
the interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Letter of Credit Issuer or any Canadian Facility
Lender with any request or directive (whether or not having the force of law)
by any such authority, central bank or comparable agency (in each case made
subsequent to the Effective Date) shall either (i) impose, modify or make
applicable any reserve, deposit, capital adequacy or similar requirement
against Canadian Facility Letters of Credit issued by such Letter of Credit
Issuer or such Canadian Facility Lender’s participation therein, or (ii) shall
impose on such Letter of Credit Issuer or any Canadian Facility Lender any
other conditions affecting this Agreement, any Canadian Facility Letter of Credit
or such Lender’s participation therein; and the result of any of the foregoing
is to increase the cost to such Letter of Credit Issuer or such Lender of
issuing, maintaining or participating in any Canadian Facility Letter of
Credit, or to reduce the amount of any sum received or receivable by such
Letter of Credit Issuer or such Lender hereunder (other than any increased cost
or reduction in the amount received or receivable resulting from the imposition
of or a change in the rate of taxes or similar charges), then, upon demand to
the applicable Borrower by such Letter of Credit Issuer or such Lender (a copy
of which notice shall be sent by such Letter of Credit Issuer or such Lender to
the Canadian Administrative Agent), the applicable Borrower shall pay to such
Letter of Credit Issuer or such Canadian Facility Lender such additional amount
or amounts as will compensate any such Letter of Credit Issuer or such Lender
for such increased cost or reduction.  A
certificate submitted to the applicable Borrower by the Letter of Credit Issuer
or any such Canadian Facility Lender, as the case may be (a copy of which
certificate shall be sent by the Letter of Credit Issuer or such Lender to the
Canadian Administrative Agent), setting forth the basis for the determination
of such additional amount or amounts necessary to compensate any Letter of
Credit Issuer or such Lender as aforesaid shall be conclusive and binding on
the Borrowers absent manifest error, although the failure to deliver any such
certificate shall not release or diminish any of such Borrower’s obligations to
pay additional amounts pursuant to this section 4.5.


 


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SECTION
5.         FEES.


 


5.1.         Facility Fee.  (a) The Borrowers agree to pay to each of
the Administrative Agents a Facility Fee (“Facility Fee”), for the account of each Non-Defaulting
Lender, for the period from and including the Effective Date to but not
including the date the Total Domestic Revolving Commitment and the Total
Canadian Revolving Commitment have been terminated and no Domestic Revolving
Loans or Canadian Revolving Loans are outstanding.  The Facility Fee payable to the Domestic Administrative Agent, in
the case of any such Non-Defaulting Lender that is a Domestic Revolving Facility
Lender, shall be paid in U.S. Dollars and shall be computed based on the
aggregate amount of the Domestic Revolving Commitment of such Non-Defaulting
Lender, whether used or unused, at the Applicable Facility Fee Rate in effect
from time to time.  The Facility Fee
payable to the Canadian Administrative Agent, in the case of any such
Non-Defaulting Lender that is a Canadian Facility Lender, shall be paid in
Canadian Dollars and shall be computed based on the aggregate amount of the
Canadian Revolving Commitment of such Non-Defaulting Lender, whether used or
unused, at the Applicable Facility Fee Rate in effect from time to time.  The Facility Fee shall be due and payable in
arrears on the last Business Day of each January, April, July and October,  commencing with the last Business Day of
October 2004, and on the earlier date on which, as applicable, the Domestic
Revolving Loans or the Canadian Revolving Loans are paid or payable in full.


 


(b)           As
used herein, the term “Applicable Facility Fee Rate” means the particular rate
per annum determined by the Domestic Administrative Agents in accordance with
the Pricing Grid Table which appears in section 2.8(j) hereof, based on
the ratio of Consolidated Total Debt to Consolidated EBITDA, and the following
provisions:


 


(i)            Initially, until
changed hereunder in accordance with the following provisions, the Applicable
Facility Fee Rate will be 17.50 Basis Points per annum.


 


(ii)           Commencing with the
fiscal quarter of the Borrowers ended on or nearest to September 30, 2004, and
continuing for each fiscal quarter thereafter, the Domestic Administrative
Agent will determine the Applicable Facility Fee Rate in accordance with the
Pricing Grid Table, based on the ratio of (x) Consolidated Total Debt as of the
end of the fiscal quarter, to (y) Consolidated EBITDA for the Testing Period
ended on the last day of the fiscal quarter, and identified in such Pricing
Grid Table; provided, however,
that in computing Consolidated EBITDA for each of the Testing Periods ending on
or prior to June 30, 2005, Consolidated EBITDA shall be determined as if
Genlyte Group had owned, directly or indirectly, 100% of, as the case may be,
the capital stock or the membership interests in Genlyte Thomas and GTG
Intangible during all of such Testing Period. 
Changes in the Applicable Facility Fee Rate shall be made and effective
as of the same date as is provided in section 2.8(j) in the case of the
determination of the Applicable Eurodollar Margin.


 


(iii)          Notwithstanding the
above provisions, during any period when (A) the Borrowers have failed to
timely deliver their consolidated financial statements referred to in section
10.1(a) or (b), accompanied by the applicable certificate and
calculations referred to in section 10.1(c), (B) a Default under section
12.1(a) has occurred and is continuing, or (C) an Event of Default has
occurred and is continuing, without waiving or limiting any other right or
remedy of the Lenders in respect thereof, the Applicable Facility Fee Rate
shall be


 


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the highest rate per annum indicated therefor in the
Pricing Grid Table, regardless of the ratio of Consolidated Total Debt to
Consolidated EBITDA at such time.


 


(iv)          The Domestic
Administrative Agent will promptly provide notice of its determinations
hereunder to the Canadian Administrative Agent, the Borrowers and the
Lenders.  Any such determination by the
Domestic Administrative Agent pursuant to this section 5.1(b) shall be
conclusive and binding absent manifest error.


 


5.2.         Closing, Letter of
Credit and Other Fees.  (a)
The Borrowers shall pay (i) to the Domestic Administrative Agent on the
Effective Date for distribution to each Lender a closing fee for such Lender in
the amount specified in the Commitment allocation letter between such Lender
and either or both of the Co-Lead Arrangers; and (ii) to the Administrative
Agents on the Effective Date and thereafter for so long as such Administrative
Agent serves in such capacity for its own account such fees as heretofore and
hereafter agreed by the Borrowers and the Administrative Agents, including,
without limitation, the administrative agency fee due under that certain Fee
Letter dated May 24, 2004 by and among the Co-Lead Arrangers, NCB, Bank One,
Genlyte Group and Genlyte Thomas (the “Fee Letter”), which is payable, in advance, beginning on
the Closing Date and quarterly thereafter on the last Business Day of each of
the third, sixth, ninth and twelfth calendar months thereafter (and on the
successive anniversary of each such date).


 


(b)           The
Borrowers agree to pay (i) to the Domestic Administrative Agent, in U.S.
Dollars, for the account of each Non-Defaulting Lender that is a Domestic
Revolving Facility Lender, pro rata on the basis of its Domestic Revolving Facility
Percentage, and (ii) to the Canadian Administrative Agent, in Canadian Dollars,
for the account of each Non-Defaulting Lender that is a Canadian Facility
Lender, pro rata
on the basis of its Canadian Revolving Facility Percentage, a fee in respect of
each Letter of Credit (the “Letter of Credit Fee”), payable quarterly in arrears on
the last Business Day of each January, April, July and October following the
date of issuance thereof and on the earlier date on which, as applicable, the
Domestic Revolving Loans or the Canadian Revolving Loans are paid or payable in
full, computed at a rate per annum equal to the Applicable Eurodollar Margin
for Domestic Term Loans then in effect, on the Stated Amount thereof for the
period from the date of issuance to the expiration date thereof (including any
extensions of such expiration date which may be made at the election of the
account party or beneficiary).  For the
purpose of determining the Letter of Credit Fee payable hereunder with respect
to the Existing Letters of Credit, each Existing Letter of Credit which shall
constitute a “Domestic Facility Letter of Credit” under this Agreement as
contemplated by section 3.1(d), shall be deemed issued on the Closing
Date.  The Borrowers also agree to pay
additional Letter of Credit Fees, on demand, at the rate of two hundred (200)
Basis Points per annum, on the Stated Amount of each Letter of Credit, for any
period when a Default under section 12.1(a) or Event of Default is in
existence.


 


(c)           The
Borrowers agree to pay directly to each Letter of Credit Issuer, for its own
account, a fee in respect of each Letter of Credit issued by it (a “Facing Fee”), payable
on the date of issuance (or any increase in the amount, or renewal or
extension) thereof, computed at the rate of twelve and one-half (12.5) Basis
Points on the Stated Amount thereof, such Facing Fee to be payable in U.S.
Dollars with respect to Domestic Facility Letters of Credit and in Canadian
Dollars with respect to Canadian Facility Letters of Credit.


 


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(d)           The
Borrowers agree to pay directly to each Letter of Credit Issuer upon each
issuance of, drawing under, and/or amendment, extension, renewal or transfer
of, a Letter of Credit issued by it such reasonable amounts as shall at the
time of such issuance, drawing, amendment, extension, renewal or transfer be
the administrative or processing charge which such Letter of Credit Issuer is
customarily charging for issuances of, drawings under or amendments,
extensions, renewals or transfers of, letters of credit issued by it.


 


5.3.         Computations
of Fees. 
All computations of Fees under this Agreement shall be made in
accordance with section 15.7(b).


 


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SECTION
6.         REDUCTIONS AND TERMINATION OF
COMMITMENTS.


 


6.1.         Voluntary
Termination/Reduction of Commitments.


 


(a)           Upon
at least three Business Days’ prior written notice (or telephonic notice
confirmed in writing) to the Administrative Agents at their Notice Office
(which notice the Administrative Agents shall promptly transmit to each of the
Lenders), the Borrowers shall have the right, without premium or penalty, to:


 


(i)            terminate the Total
Domestic Revolving Commitment and the Total Canadian Revolving Commitment, provided that (i) all
outstanding Loans thereunder are contemporaneously prepaid in accordance with section
7.1, and (ii) either (A) no Letters of Credit remain outstanding, or (B)
the Borrowers shall contemporaneously take one of the following actions: (x)
cause all outstanding Letters of Credit to be surrendered for cancellation (any
such Letters of Credit to be replaced by letters of credit issued by other
financial institutions reasonably acceptable to the Required Domestic Revolving
Facility Lenders or the Required Canadian Facility Lenders, as applicable), (y)
the applicable Borrower shall pay to (1) the Domestic Administrative Agent an
amount in cash and/or Cash Equivalents equal to 100% of the Domestic Facility
Letter of Credit Outstandings and (2) the Canadian Administrative Agent an
amount in cash and/or Cash Equivalents equal to 100% of the Canadian Facility
Letter of Credit Outstandings, and the Administrative Agents shall hold such
payments as security for the reimbursement obligations of the Borrowers
hereunder in respect of Letters of Credit pursuant to a cash collateral
agreement to be entered into in form and substance reasonably satisfactory to
the Administrative Agents and the Borrowers (which shall permit certain
investments in Cash Equivalents satisfactory to the Administrative Agents and
the Borrowers until the proceeds are applied to the Obligations), or (z) the
applicable Borrower shall cause to be issued (1) one or more irrevocable
letters of credit to each Letter of Credit Issuer with an aggregate stated
amount equal to 100% of the Domestic Facility Letter of Credit Outstandings
applicable to Domestic Facility Letters of Credit issued by such Letter of
Credit Issuer and (2) one or more irrevocable letters of credit to each Letter
of Credit Issuer with an aggregate stated amount equal to 100% of the Canadian
Facility Letter of Credit Outstandings applicable to Canadian Facility Letters
of Credit issued by such Letter of Credit Issuer, in each case on terms, and
from financial institutions, reasonably acceptable to such Letter of Credit
Issuer, as security for the reimbursement obligations of the Borrowers
hereunder in respect of such Letters of Credit.


 


(b)           Upon
at least three Business Days’ prior written notice (or telephonic notice
confirmed in writing) to the Domestic Administrative Agent at its Notice Office
(which notice the Domestic Administrative Agent shall promptly transmit to each
of the Lenders), the Borrowers shall have the right, without premium or
penalty, to:


 


(i)            terminate the Total
Domestic Revolving Commitment, provided that (i) all outstanding Domestic Revolving
Loans are contemporaneously prepaid in accordance with section 7.1, and
(ii) either(A) no Domestic Facility Letters of Credit remain outstanding, or


 


76

















 


(B) the Domestic Facility Borrowers shall
contemporaneously take one of the following actions: (x) cause all outstanding
Domestic Facility Letters of Credit to be surrendered for cancellation (any
such Domestic Facility Letters of Credit to be replaced by letters of credit
issued by other financial institutions reasonably acceptable to the Required
Domestic Revolving Facility Lenders), (y) the Domestic Facility Borrowers shall
pay to the Domestic Administrative Agent an amount in cash and/or Cash
Equivalents equal to 100% of the Domestic Facility Letter of Credit
Outstandings and the Domestic Administrative Agent shall hold such payment as
security for the reimbursement obligations of the Domestic Facility Borrowers
hereunder in respect of Domestic Facility Letters of Credit pursuant to a cash
collateral agreement to be entered into in form and substance reasonably
satisfactory to the Domestic Administrative Agent and the Domestic Facility
Borrowers (which shall permit certain investments in Cash Equivalents
satisfactory to the Domestic Administrative Agent and the Domestic Facility
Borrowers until the proceeds are applied to the Obligations), or (z) the
applicable Borrower shall cause to be issued one or more irrevocable letters of
credit to each Letter of Credit Issuer with an aggregate stated amount equal to
100% of the Domestic Facility Letter of Credit Outstandings applicable to
Domestic Facility Letters of Credit issued by such Letter of Credit Issuer on
terms, and from financial institutions, reasonably acceptable to such Letter of
Credit Issuer, as security for the reimbursement obligations of the Borrowers
hereunder in respect of such Domestic Facility Letters of Credit;


 


(ii)           terminate the Swing
Line Revolving Commitment, provided that all outstanding Swing Line Revolving Loans
are contemporaneously prepaid in accordance with section 7.1;


 


(iii)          partially and
permanently reduce the Unutilized Total Domestic Revolving Commitment, provided that (i) any
such reduction shall apply to proportionately and permanently reduce the
Domestic Revolving Commitment of each of the Domestic Revolving Facility
Lenders; (ii) any partial reduction of the Unutilized Total Domestic Revolving
Commitment pursuant to this section 6.1(b) shall be in the amount of at
least $2,000,000 (or, if greater, in integral multiples of $500,000); and (iii)
after giving effect to any such partial reduction of the Unutilized Total
Domestic Revolving Commitment, the Total Domestic Revolving Commitment then in
effect shall exceed the Swing Line Revolving Commitment then in effect by at
least $20,000,000; and/or


 


(iv)          partially and
permanently reduce the Unutilized Swing Line Revolving Commitment, provided that any
partial reduction of the Unutilized Swing Line Revolving Commitment pursuant to
this section 6.1(b) shall be in the amount of at least $2,000,000 (or,
if greater, in integral multiples of $500,000).


 


(c)           Upon
at least three Business Days’ prior written notice (or telephonic notice
confirmed in writing) to the Canadian Administrative Agent at its Notice Office
(which notice the Canadian Administrative Agent shall promptly transmit to each
of the Lenders), the Borrowers shall have the right, without premium or
penalty, to:


 


(i)            terminate the Total
Canadian Revolving Commitment, provided that (i) all outstanding Canadian Revolving
Loans are contemporaneously prepaid in accordance with


 


77

















 


section 7.1
and (ii) either (A) no Canadian Facility Letters of Credit remain outstanding,
or (B) the Canadian Facility Borrowers shall contemporaneously take one of the
following actions: (x) cause all outstanding Canadian Facility Letters of
Credit to be surrendered for cancellation (any such Canadian Facility Letters
of Credit to be replaced by letters of credit issued by other financial
institutions reasonably acceptable to the Required Canadian Facility Lenders),
(y) pay to the Canadian Administrative Agent an amount in cash and/or Cash
Equivalents equal to 100% of the Canadian Facility Letter of Credit
Outstandings and the Canadian Administrative Agent shall hold such payment as
security for the reimbursement obligations of the Canadian Facility Borrowers
hereunder in respect of Canadian Facility Letters of Credit pursuant to a cash collateral
agreement to be entered into in form and substance reasonably satisfactory to
the Canadian Administrative Agent and the Canadian Facility Borrowers (which
shall permit certain investments in Cash Equivalents satisfactory to the
Canadian Administrative Agent and the Canadian Facility Borrowers until the
proceeds are applied to the Obligations), or (z) cause to be issued one or more
irrevocable letters of credit to each Letter of Credit Issuer with an aggregate
stated amount equal to 100% of the Canadian Facility Letter of Credit
Outstandings applicable to Canadian Facility Letters of Credit issued by such
Letter of Credit Issuer, in each case on terms, and from financial
institutions, reasonably acceptable to such Letter of Credit Issuer, as security
for the reimbursement obligations of the Borrowers hereunder in respect of such
Canadian Facility Letters of Credit; and/or


 


(ii)           partially and
permanently reduce the Unutilized Total Canadian Revolving Commitment, provided that (i) any
such reduction shall apply to proportionately and permanently reduce the
Canadian Revolving Commitment of each of the Canadian Facility Lenders; and
(ii) any partial reduction of the Unutilized Total Canadian Revolving
Commitment pursuant to this section 6.1(c) shall be in the amount of at
least CDN$2,000,000 (or, if greater, in integral multiples of CDN$500,000).


 


6.2.         Mandatory
Termination/Adjustments of Commitments, etc.  (a) The Total Domestic Revolving Commitment
and the Total Domestic Canadian Commitment and any obligation to issue Letters
of Credit shall terminate (and the Commitment of each Lender thereunder shall
terminate) on the earlier of (x) the Maturity Date and (y) the date on which a
Change of Control occurs.


 


(b)           The
Total Domestic Revolving Commitment shall be permanently reduced, without
premium or penalty, at the time that any mandatory prepayment of Domestic
Revolving Loans would be made pursuant to section 7.2(d) or 7.2(f)
if Domestic Revolving Loans were then outstanding in the full amount of the
Total Domestic Revolving Commitment then in effect, in an amount equal to the
required prepayment of principal of Domestic Revolving Loans which would be
required to be made in such circumstance. 
Any such reduction shall apply to proportionately and permanently reduce
the Domestic Revolving Commitment of each of the Domestic Revolving Facility
Lenders. The Borrowers will provide at least three Business Days’ prior written
notice (or telephonic notice confirmed in writing) to the Domestic
Administrative Agent at its Notice Office (which notice the Domestic
Administrative Agent shall promptly transmit to each of the Domestic Revolving
Facility Lenders), of any reduction of the Total Domestic Revolving Commitment
pursuant to this section 6.2(b), specifying the date and amount of the
reduction.


 


78

















 


(c)           The
Total Canadian Revolving Commitment shall be permanently reduced, without
premium or penalty, at the time that any mandatory prepayment of Canadian
Revolving Loans would be made pursuant to section 7.2(d) or 7.2(f)
if Canadian Revolving Loans were then outstanding in the full amount of the
Total Canadian Revolving Commitment then in effect, in an amount equal to the
required prepayment of principal of Canadian Revolving Loans which would be
required to be made in such circumstance. 
Any such reduction shall apply to proportionately and permanently reduce
the Canadian Revolving Commitment of each of the Canadian Facility Lenders.  The Borrowers will provide at least three
Business Days’ prior written notice (or telephonic notice confirmed in writing)
to the Canadian Administrative Agent at its Notice Office (which notice the
Canadian Administrative Agent shall promptly transmit to each of the Canadian
Facility Lenders), of any reduction of the Total Canadian Revolving Commitment
pursuant to this section 6.2(c), specifying the date and amount of the
reduction.


 


SECTION
7.         PAYMENTS.


 


7.1.         Voluntary
Prepayments. 
The Borrowers shall have the right to prepay any of their Loans, in
whole or in part, without premium or penalty, from time to time on the
following terms and conditions:


 


(a)           the Borrowers shall
give the Domestic Administrative Agent (in the case of Domestic Revolving Loans
and the Domestic Term Loans) and the Canadian Administrative Agent (in the case
of Canadian Revolving Loans) at its respective Notice Office written or
telephonic notice (in the case of telephonic notice, promptly confirmed in
writing if so requested by such Administrative Agent) of their intent to prepay
such Loans, the amount of such prepayment and (in the case of Eurodollar Loans
or CDOR Loans) the specific Borrowing(s) pursuant to which made, which notice
shall be received by the applicable Administrative Agent by


 


(i)            12:00 noon (local time
at the Notice Office) three Business Days prior to the date of such prepayment,
in the case of any prepayment of Eurodollar Loans or CDOR Loans, or


 


(ii)           12:00 noon (local time
at the Notice Office) one Business day prior to the date of such prepayment, in
the case of any prepayment of Domestic Prime Rate Loans or Canadian Prime Rate
Loans,


 


and which notice shall promptly be transmitted by such
Administrative Agent to each of the affected Lenders;


 


(b)           in the case of
prepayment of any Borrowings under the Domestic Revolving Facility, each
partial prepayment of any such Borrowing shall be in an aggregate principal of
at least $500,000 or an integral multiple of $100,000 in excess thereof, in the
case of Domestic Prime Rate Loans, and at least $2,000,000 or an integral
multiple of $1,000,000 in excess thereof, in the case of Eurodollar Loans;


 


79

















 


(c)           in the case of
prepayment of any Borrowings under the Swing Line Revolving Facility, each
partial prepayment of any such Borrowing shall be in an aggregate principal of
at least $500,000 or an integral multiple of $100,000 in excess thereof;


 


(d)           in the case of
prepayment of any Borrowings under the Canadian Revolving Facility, each
partial prepayment of any such Borrowing shall be in an aggregate principal of
at least CDN$500,000 or an integral multiple of CDN$100,000 in excess thereof,
in the case of Canadian Prime Rate Loans, at least CDN$2,000,000 or an integral
multiple of CDN$1,000,000 in excess thereof, in the case of CDOR Loans; at
least $500,000 or an integral multiple of $100,000 in excess thereof, in the
case of Domestic Prime Rate Loans, and at least $2,000,000 or an integral
multiple of $1,000,000 in excess thereof, in the case of Eurodollar Loans;


 


(e)           in the case of
prepayment of any Borrowings under the Domestic Term Loan Facility, each
partial prepayment of any such Borrowing shall be in an aggregate principal of
at least $500,000 or an integral multiple of $100,000 in excess thereof, in the
case of Domestic Prime Rate Loans, and at least $2,000,000 or an integral
multiple of $1,000,000 in excess thereof, in the case of Eurodollar Loans, and
shall be applied to the principal installments of the Domestic Term Loans in
their inverse order of maturity;


 


(f)            no partial prepayment
of any Loans made pursuant to a Borrowing shall reduce the aggregate principal
amount of such Loans outstanding pursuant to such Borrowing to an amount less
than the Minimum Borrowing Amount applicable thereto;


 


(g)           each prepayment in
respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such
Loans; and


 


(h)           each prepayment of
Eurodollar Loans or CDOR Loans pursuant to this section 7.1 on any date
other than the last day of the Interest Period applicable thereto shall be
accompanied by any amounts payable in respect thereof under section 2.11.


 


7.2.         Mandatory
Prepayments. 
The Loans shall be subject to mandatory prepayment in accordance with
the following provisions:


 


(a)           If Outstanding Domestic Revolving Loans and Swing Line
Revolving Loans Exceed Total Domestic Revolving Commitment.  If on any date (after giving effect to any
other payments on such date) the sum of (i) the aggregate outstanding principal
amount of Domestic Revolving Loans and the Domestic Facility Letter of Credit
Outstandings, plus
(ii) the aggregate outstanding principal amount of Swing Line Revolving Loans, exceeds the Total
Domestic Revolving Commitment as then in effect, the Domestic Facility
Borrowers shall prepay on such date that principal amount of Swing Line
Revolving Loans and, after Swing Line Revolving Loans have been paid in full,
Unpaid Domestic Facility Drawings and Domestic Revolving Loans, in an aggregate
amount at least equal to such excess and conforming in the case of partial
prepayments of any Loans to the applicable requirements as to the amounts of
partial prepayments which are contained in section 7.1.  If,


 


80

















 


after giving effect to the prepayment of Loans and
Unpaid Domestic Facility Drawings, the aggregate amount of Domestic Facility
Letter of Credit Outstandings exceeds the Total Domestic Revolving Commitment
as then in effect, the Domestic Facility Borrowers shall pay to the Domestic
Administrative Agent an amount in cash and/or Cash Equivalents equal to such
excess and the Domestic Administrative Agent shall hold such payment as
security for the reimbursement obligations of the Domestic Facility Borrowers
hereunder in respect of Domestic Facility Letters of Credit pursuant to a cash
collateral agreement to be entered into in form and substance reasonably
satisfactory to the Domestic Administrative Agent and the Domestic Facility
Borrowers (which shall permit certain investments in Cash Equivalents
satisfactory to the Domestic Administrative Agent and the Domestic Facility
Borrowers until the proceeds are applied to the Obligations).


 


(b)           If Outstanding Swing Line Revolving Loans Exceed Swing
Line Revolving Commitment. 
If on any date (after giving effect to any other payments on such date)
the aggregate outstanding principal amount of Swing Line Revolving Loans
exceeds the Swing Line Revolving Commitment at such time, the Domestic Facility
Borrowers shall prepay on such date Swing Line Revolving Loans in an aggregate
amount at least equal to such excess and conforming in the case of partial
prepayments of Swing Line Revolving Loans to the requirements as to the amounts
of partial prepayments of Swing Line Revolving Loans which are contained in section
7.1.


 


(c)           If Outstanding Canadian Revolving Loans Exceed
Canadian Revolving Commitment. 
If on any date (after giving effect to any other payments on such date)
the sum of (i) the aggregate outstanding principal amount of Canadian Revolving
Loans denominated in Canadian Dollars, (ii) the Canadian Dollar equivalent of
the aggregate outstanding principal amount of Canadian Revolving Loans
denominated in Dollars and (iii) the Canadian Facility Letter of Credit
Outstandings, exceeds
the Total Canadian Revolving Commitment as then in effect, the Canadian
Facility Borrowers shall prepay on such date the Unpaid Canadian Facility
Drawings and Canadian Revolving Loans, in an aggregate amount at least equal to
such excess and conforming in the case of partial prepayments of any Loans to
the applicable requirements as to the amounts of partial prepayments which are
contained in section 7.1.  If,
after giving effect to the prepayment of Loans and Unpaid Canadian Facility
Drawings, the aggregate amount of Canadian Facility Letter of Credit
Outstandings exceeds the Total Canadian Revolving Commitment as then in effect,
the Canadian Facility Borrowers shall pay to the Canadian Administrative Agent
an amount in cash and/or Cash Equivalents equal to such excess and the Canadian
Administrative Agent shall hold such payment as security for the reimbursement
obligations of the Canadian Facility Borrowers hereunder in respect of Canadian
Facility Letters of Credit pursuant to a cash collateral agreement to be
entered into in form and substance reasonably satisfactory to the Canadian
Administrative Agent and the Canadian Facility Borrowers (which shall permit
certain investments in Cash Equivalents satisfactory to the Canadian
Administrative Agent and the Canadian Facility Borrowers until the proceeds are
applied to the Obligations).


 


(d)           Certain Proceeds of Asset Sales.  If at any time following the Closing Date
the Borrowers or any of their respective Material Subsidiaries have received
cumulative Net Cash Proceeds during such fiscal year from one or more Asset
Sales in an aggregate amount


 


81

















 


at least equal to $25,000,000, then not later than the
third Business Day following the date of receipt of any Net Cash Proceeds in
excess of such amount, an amount, conforming to the requirements as to the
amount of partial prepayments contained in section 7.1, at least equal
to 100% of the Net Cash Proceeds then received in excess of such amount from
any Asset Sale, shall be applied as a mandatory prepayment of principal of, first, Domestic Term
Loans (applied to the principal installments of the Domestic Term Loans in
their inverse order of maturity), second, after Domestic Term Loans have been paid in
full, Swing Line Revolving Loans and, third, after Swing Line Revolving Loans have been paid
in full, Domestic Revolving Loans and Canadian Revolving Loans in such
proportionate amounts as each of the Total Domestic Revolving Commitment and
the Total Canadian Revolving Commitment, as applicable, bears to the Total Revolving
Commitment; provided,
that (i) if no Default under section 12.1(a) or Event of Default shall
have occurred and be continuing, (ii) the Borrowers and their Material
Subsidiaries have expected Consolidated Capital Expenditures during the
following 12 months, and (iii) the Borrowers notify the Administrative Agents
of the amount and nature thereof and of their intention to reinvest all or a
portion of such Net Cash Proceeds in such Consolidated Capital Expenditures
during such 12 month period, then no such prepayment shall be required to the
extent the Borrowers so indicate that such reinvestment will take place.  If at the end of any such 12 month period
any portion of such Net Cash Proceeds has not been so reinvested, the Borrowers
will immediately make a prepayment of the outstanding Domestic Term Loans,
Swing Line Revolving Loans, Domestic Revolving Loans and Canadian Revolving
Loans as provided above in an amount, conforming to the requirements as to
amount of prepayments contained in section 7.1, at least equal to such
remaining amount.


 


(e)           Change of Control.  On the date of which a Change of Control
occurs, notwithstanding anything to the contrary contained in this Agreement,
no further Borrowings shall be made and the then outstanding principal amount
of all Loans, if any, shall become due and payable and shall be prepaid in
full, together with accrued interest and Fees and any other Obligations, and
the Borrowers shall contemporaneously take one of the following actions: (x)
cause all outstanding Letters of Credit to be surrendered for cancellation (any
such Letters of Credit to be replaced by letters of credit issued by other
financial institutions reasonably acceptable to the Required Domestic Revolving
Facility Lenders or the Required Canadian Facility Lenders, as applicable), (y)
the applicable Borrower shall pay to (1) the Domestic Administrative Agent an
amount in cash and/or Cash Equivalents equal to 100% of the Domestic Facility
Letter of Credit Outstandings and (2) the Canadian Administrative Agent an
amount in cash and/or Cash Equivalents equal to 100% of the Canadian Facility
Letter of Credit Outstandings, and the Administrative Agents shall hold such
payments as security for the reimbursement obligations of the Borrowers
hereunder in respect of Letters of Credit pursuant to a cash collateral
agreement to be entered into in form and substance reasonably satisfactory to
the Administrative Agents and the Borrowers (which shall permit certain
investments in Cash Equivalents satisfactory to the Administrative Agents and
the Borrowers until the proceeds are applied to the Obligations), or (z) the
applicable Borrower shall caused to be issued (1) one or more irrevocable
letters of credit to each Letter of Credit Issuer with an aggregate stated amount
equal to 100% of the Domestic Facility Letter of Credit Outstandings applicable
to Domestic Facility Letters of Credit issued by such Letter of Credit Issuer
and (2) one or more irrevocable letters of credit to each Letter of Credit


 


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Issuer with an aggregate stated amount equal to 100%
of the Canadian Facility Letter of Credit Outstandings applicable to Canadian
Facility Letters of Credit issued by such Letter of Credit Issuer, in each case
on terms, and from financial institutions, reasonably acceptable to such Letter
of Credit Issuer, as security for the reimbursement obligations of the
Borrowers hereunder in respect of such Letters of Credit.


 


(f)            Certain Proceeds of Additional Indebtedness or Equity.  Not later than the Business Day following
the date of the receipt by the Borrowers or any of their respective Material
Subsidiaries of the cash proceeds (net of underwriting discounts and
commissions, placement agent fees and other customary fees and costs associated
therewith) from the incurrence of any additional Indebtedness or the sale or
issuance of debt or equity securities by a Borrower or any of its Material
Subsidiaries after the Closing Date in an amount, as to Indebtedness incurred
or debt securities sold or issued, exceeding the Indebtedness permitted to be
incurred under section 11.4, without waiving or limiting any other right
or remedy of the Lenders in respect of such Event of Default existing by
reference to section 11.4, such net cash proceeds shall be applied as a
mandatory prepayment of principal of, first, Domestic Term Loans (applied to the principal
installments of the Domestic Term Loans in their inverse order of maturity); second, after the
Domestic Term Loans have been paid in full, Swing Line Revolving Loans and, third, after Swing
Line Revolving Loans have been paid in full, Domestic Revolving Loans and
Canadian Revolving Loans in such proportionate amounts as each of the Total
Domestic Revolving Commitment and the Total Canadian Revolving Commitment, as
applicable, bears to the Total Revolving Commitment.


 


(g)           Particular Loans to be Prepaid.  With respect to each repayment or prepayment
of Loans required by this section 7.2, the Borrowers shall designate the
Types of Loans which are to be prepaid and the specific Borrowing(s) pursuant
to which such repayment or prepayment is to be made, provided that (i) the Borrowers shall first
so designate all Loans that are Domestic Prime Rate Loans, Canadian Prime Rate
Loans and Eurodollar Loans and CDOR Loans with Interest Periods ending on the
date of repayment or prepayment prior to designating any other Eurodollar Loans
or CDOR Loans for repayment or prepayment, (ii) if the outstanding principal
amount of Eurodollar Loans made pursuant to a Borrowing is reduced below the
applicable Minimum Borrowing Amount as a result of any such repayment or
prepayment, then all the Loans outstanding pursuant to such Borrowing shall be
Converted into Domestic Prime Rate Loans, (iii) if the outstanding principal
amount of CDOR Loans made pursuant to a Borrowing is reduced below the
applicable Minimum Borrowing Amount as a result of any such repayment or
prepayment, then all the Loans outstanding pursuant to such Borrowing shall be
Converted into Canadian Prime Rate Loans and (iv) each repayment and prepayment
of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of
a designation by the Borrowers as described in the preceding sentence, the
Administrative Agents shall, subject to the above, make such designation in
their sole discretion.  Any repayment or
prepayment of Eurodollar Loans or CDOR Loans pursuant to this section 7.2
shall in all events be accompanied by such compensation as is required by section
2.11.


 


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No Foreign Borrower shall be required to make a mandatory repayment or
prepayment as provided in this section 7.2 in excess of the amount
actually advanced to such Foreign Borrower or other Foreign Borrowers of the
same country.


 


7.3.         Method and
Place of Payment. 
(a) Except as otherwise specifically provided herein, all payments under
this Agreement shall be made to the Domestic Administrative Agent or the
Canadian Administrative Agent, as the case may be, for the ratable (based on
its pro rata share)
account of the Domestic Revolving Facility Lenders, the Canadian Facility
Lenders, the Domestic Term Loan Lenders entitled thereto, not later than 12:00
noon (local time at the Payment Office) on the date when due and shall be made
in immediately available funds and U.S. Dollars, or in the case of a Canadian
Revolving Loan that is denominated in Canadian Dollars or amounts due with
respect to Canadian Facility Letters of Credit, in immediately available funds
and in Canadian Dollars, at the applicable Payment Office, it being understood
that written notice by the Borrowers to the applicable Administrative Agent to
make a payment from the funds in the Borrowers’ account at the Payment Office
shall constitute the making of such payment to the extent of such funds held in
such account. Any payments under this Agreement which are made later than 12:00
noon (local time at the Payment Office) shall be deemed to have been made on
the next succeeding Business Day. Whenever any payment to be made hereunder
shall be stated to be due on a day which is not a Business Day, the due date
thereof shall be extended to the next succeeding Business Day and, with respect
to payments of principal, interest shall be payable during such extension at
the applicable rate in effect immediately prior to such extension.


 


(b)           If
at any time insufficient funds are received by and available to the Domestic
Administrative Agent or the Canadian Administrative Agent, as the case may be,
to pay fully all amounts of principal, interest and Fees then due hereunder and
an Event of Default is not then in existence, such funds shall be applied (i) first, towards
payment of interest and Fees then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of interest and Fees then due
to such parties, and (ii) second, towards payment of principal then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal then due to such parties.


 


7.4.         Net Payments.  (a)               (i)  All payments made by the Borrowers
hereunder, under any Note or any other Credit Document (including, without
limitation, the Guaranties and the guaranty to be provided by Genlyte Group as
contemplated by Article 14), will be made without setoff, counterclaim
or other defense.  All such payments
will be made free and clear of, and without deduction or withholding for, any
present or future taxes, levies, imposts, duties, fees, assessments or other
charges of whatever nature, other that Excluded Taxes, now or hereafter imposed
by any jurisdiction or by any political subdivision or taxing authority thereof
or therein with respect to such payments and all interest, penalties or similar
liabilities with respect to the taxes, levies imposts, duties, fees,
assessments or other charges described in this section 7.4(a)(i) that are not
Excluded Taxes (all such taxes, levies, imposts, duties, fees, assessments or
other charges that are not Excluded Taxes, and all such interest, penalties or
similar liabilities with respect thereto being referred to collectively as “Taxes”).  If any Taxes are so levied or imposed, the
Borrowers agree to pay, and indemnify each Lender in respect of, the full
amount of such Taxes and such additional amounts (other than in respect of
Excluded Taxes) as may be necessary so that every payment by it of all amounts
due hereunder, under any Note or under any other Credit Document, after
withholding


 


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or deduction for or on account of any Taxes, will not be less than the
amount provided for herein or in such Note or in such other Credit Document.


 


(ii)  If any
amounts are payable in respect of Taxes pursuant to paragraph (i), above, the
Borrowers agree to reimburse and indemnify each Lender, upon the written
request of such Lender, for taxes imposed on or measured by the net income or
profits of such Lender pursuant to the laws of the jurisdiction in which such
Lender is organized or in which the principal office or Applicable Lending
Office of such Lender is located or under the laws of any political subdivision
or taxing authority of any such jurisdiction and for any withholding of income
or similar taxes imposed by, as applicable, the United States or Canada (or any
such jurisdiction within such country) as such Lender shall reasonably
determine are payable by, or withheld from, such Lender in respect of such
amounts so paid to or on behalf of such Lender pursuant to said paragraph (i)
and in respect of any amounts paid to or on behalf of such Lender pursuant to
this paragraph (ii), which request shall be accompanied by a statement from
such Lender setting forth, in reasonable detail, the computations used in
determining such amounts.


 


(iii)  The
Borrowers will furnish to the Domestic Administrative Agent or the Canadian
Administrative Agent, as the case may be, within 60 days after the date of the
payment of any Taxes, or any withholding or deduction on account thereof, is
due pursuant to applicable law certified copies of tax receipts, or other
evidence satisfactory to such Lender, evidencing such payment by the
Borrowers.  The Borrowers will indemnify
and hold harmless each Administrative Agent and each Lender, and reimburse such
Administrative Agent or such Lender upon its written request, for the amount of
any Taxes so levied or imposed and paid or withheld by such Lender.


 


(b)           At
any time after the applicable Lender (or, if applicable, participant) shall
have made a written demand for increased cost or other compensation pursuant to
any one or more of section 2.10, section 3.5  or section 4.5 or for Taxes pursuant
to section 7.4(a), the Borrowers may cause the affected Lender (or
participant) to be replaced with, as applicable, (i) a lending institution
meeting the requirements for an Eligible Transferee approved by the Domestic
Administrative Agent, in the event the affected Lender is a Domestic Revolving
Facility Lender or a Domestic Term Loan Lender, or the Canadian Administrative
Agent, in the event the affected Lender is a Canadian Facility Lender (which
approval may not be unreasonably withheld by such Administrative Agent) or (ii)
or a participant complying with the requirements of section 15.4(b) and
reasonably satisfactory to the participating Lender.  Any such replacement with a new lending institution, as Lender,
so approved by the applicable Administrative Agent shall be made effective
pursuant to an Assignment and Assumption Agreement (which the affected Lender
shall execute and deliver) but only upon payment to the affected Lender of all
principal of and interest on all of its then outstanding Loans and of all Fees
and other Obligations then owing to it.


 


(c)           Any
Foreign Lender that is entitled to an exemption from or reduction of
withholding tax under the laws of, as applicable, the United States or Canada,
or under any treaty to which, as the case may be, the United States or Canada
is a party, with respect to any payment under this Agreement shall deliver to
the applicable Borrower (with a copy to the applicable Administrative Agent) at
the time or times prescribed by applicable law, such properly completed and
executed documentation prescribed by applicable law or reasonably requested by
such Borrower as will permit such payment to be made without, or at a reduced
rate of, withholding.  If any such
Foreign


 


85

















 


Lender becomes subject to any Tax by reason of its failure to comply
with the requirements of the preceding sentence, the applicable Borrower shall,
at the expense of such Foreign Lender, take such steps as such Foreign Lender
shall reasonably request to assist such Foreign Lender to recover such Tax.


 


SECTION
8.         CONDITIONS PRECEDENT.


 


8.1.         Conditions
Precedent at Closing Date. 
Prior to the effectiveness of this Agreement to amend and restate the
Existing Credit Agreement in its entirety and the occurrence of the initial
Borrowing or Letter of Credit issuance hereunder, the Borrowers shall satisfy
each of the following conditions:


 


(a)           Effectiveness; Notes.  On or prior to the Closing Date, (i) the
Effective Date shall have occurred and (ii) there shall have been delivered to
the Administrative Agents for the account of each Lender the appropriate Note
or Notes executed by, as applicable, the Domestic Facility Borrowers, the
Domestic Facility Borrowers other than Genlyte Thomas or the Canadian Facility
Borrowers, in each case, in the amount, maturity and as otherwise provided
herein.


 


(b)           Fees, etc. 
The Borrowers shall have paid or caused to be paid all fees required to
be paid by it on or prior to such date pursuant to section 5 hereof, the
structuring and arrangement fee to each of the Co-Lead Arrangers as heretofore
agreed to in the Fee Letter, and all reasonable fees and expenses of the
Administrative Agents and of special counsel to the Administrative Agents which
have been invoiced on or prior to such date in connection with the preparation,
execution and delivery of this Agreement and the other Credit Documents and the
consummation of the transactions contemplated hereby and thereby.


 


(c)           Formation Documents and Good Standing.  The Administrative Agents shall have
received, in sufficient quantity for the Administrative Agents and the Lenders,
(i) a photocopy of, as appropriate, the Certificate of Formation or the
Articles or Certificate (or equivalent formation documents) of Incorporation of
each of the Credit Parties and any and all amendments and restatements thereof,
certified as of a recent date by the Secretary of State (or equivalent public
officer) of the state or province of its formation or organization, as the case
may be, (ii) a certificate the Secretary of State of the state of its formation
or organization, as the case may be, dated as of a recent date, listing all
charter documents affecting each Credit Party and certifying as to the good
standing of each Credit Party, and (iii) a photocopy of a copy of, as
appropriate, the Operating Agreement (including all amendments thereto),
By-Laws or equivalent governing documents of each of the Credit Parties, in
each case certified as true, correct and in full force and effect by a
Principal Officer of such Credit Party.


 


(d)           Officer’s Certificate.  The Administrative Agents shall have
received, in sufficient quantity for the Administrative Agents and the Lenders,
a certificate of the Principal Officer of each of the Borrowers dated the
Closing Date or reasonably prior


 


86

















 


thereto, substantially in the form attached hereto as Exhibit
C, and such certificate shall be satisfactory in form and substance to the
Administrative Agents.


 


(e)           Opinion of Counsel.  On the Closing Date, the Administrative
Agents shall have received an opinion, addressed to the Administrative Agents
and each of the Lenders and dated the Closing Date, from Stoll, Keenon &
Park, LLP, counsel to the Borrowers and the Guarantors, relating to the matters
referenced in Exhibit D hereto and covering such other matters incident
to the transactions contemplated hereby as the Administrative Agents may
reasonably request, such opinion to be in form and substance satisfactory to
the Administrative Agents.


 


(f)            Receivables Facility.  The Qualified Receivables Facility pursuant
to the Qualified Receivables Sale Agreement and the Qualified Receivables
Purchase Agreement shall have been consummated having aggregate “Commitments”
(as defined in the Qualified Receivables Purchase Agreement) in the amount of
$100,000,000 and having a term of not less than 362 days.


 


(g)           Thomas Purchase.  The Administrative Agents shall have received true and complete
copies of the Purchase Agreement and related schedules, agreements and other
material documents; all of the Thomas Interests shall have been acquired by
certain of the Credit Parties; no material breach by any party to the Purchase
Agreement shall then exist; and simultaneously with the initial advance of
Loans on the Closing Date, all of the purchase price for the Thomas Interests
due under and pursuant to the Purchase Agreement shall have been paid and
satisfied in full.


 


(h)           Search Reports.  The Administrative Agents shall have received completed requests
for information on Form UCC-11, or search reports from one or more commercial
search firms acceptable to the Administrative Agents, listing all of the
effective financing statements filed against any Credit Party in any
jurisdiction in which such person maintains an office, together with copies of
such financing statements.


 


(i)            Material Adverse Change.  There shall have occurred no change in the
business, property, prospects, condition (financial or otherwise) or results of
operations of the Borrowers and their respective Subsidiaries which could
reasonably be expected to result in a Material Adverse Effect.


 


(j)            No Material Litigation.  There shall be no litigation or governmental
or regulatory investigation or proceeding pending against or involving the
Borrowers or any of their respective Subsidiaries which could reasonably be
expected to have a Material Adverse Effect.


 


(k)           Proceedings and Documents.  All corporate and other proceedings and all
documents incidental to the transactions contemplated hereby shall be
reasonably satisfactory in substance and form to the Administrative Agents and
the Lenders and the Administrative Agents and its special counsel and the
Lenders shall have received all such


 


87

















 


counterpart originals or certified or other copies of
such documents as the Administrative Agents or their special counsel or any
Lender may reasonably request.


 


(l)            Security Documents.  The Administrative Agents shall have
received from the Guarantors the executed Guaranties in the form attached
hereto as Exhibit G-1 or G-2, as applicable, and from Genlyte
Group, GTG Intangible, Genlyte Thomas, Genlyte Intangible Inc., Lumec Holding
Corp., Canlyte Inc., Genlyte General Nova Scotia and Genlyte Limited Nova
Scotia executed Pledge Agreements in the form attached hereto as Exhibit F,
whereby Genlyte Group, GTG Intangible, Genlyte Thomas, Genlyte Intangible Inc.,
Lumec Holding Corp. or Canlyte Inc., as the case may be, shall pledge, or cause
to be pledged, the capital stock of each of the following: Genlyte Limited Nova
Scotia, Genlyte General Nova Scotia, Canlyte Inc., Lumec Holding Corp.,
Ledalite Architectural Products LP, Lumec Inc. and Genlyte International
Acquisitions LP.  In connection
therewith, the Administrative Agents also shall have received the stock
certificate(s) representing, and the Borrowers shall have taken such other
actions as the Administrative Agents may deem necessary or appropriate to
perfect their security interest in, and have control of, 65% of the capital
stock of such Persons, together with executed stock powers all as described in
the Pledge Agreements.  In addition, the
Administrative Agents shall have received executed Guaranties of Genlyte
Lighting, Genlyte Holdings, Genlyte Thomas and Genlyte Group in the form
attached hereto as Exhibit G-3.


 


(m)          Resolutions
and Approvals.  The
Administrative Agents shall have received, in sufficient quantity for the
Administrative Agents and the Lenders, certified copies of the resolutions of
the Members, Management Board, Board of Directors or the equivalent thereof, as
the case may be, of each of the Borrowers and their respective Material Subsidiaries
approving the Credit Documents to which it is a party and of all documents
evidencing other necessary corporate action and governmental approvals, if any,
with respect to the execution, delivery and performance by such entities of the
Credit Documents.


 


(n)           Incumbency Certificates.  The Administrative Agents shall have
received, in sufficient quantity for the Administrative Agents and the Lenders,
a certificate of the Secretary or an Assistant Secretary of each Borrower and
each other Credit Party, certifying the names and true signatures of the
officers of the Borrowers or such other Credit Party, as the case may be,
authorized to sign the Credit Documents to which the Borrower or such other
Credit Party is a party and the other documents which may be executed and
delivered in connection herewith.


 


(o)           No Material Adverse Change in Loan Syndication or
Capital Markets.  There shall
not have occurred a material disruption or material adverse change in
financial, banking, loan syndication or capital market conditions generally or
in the market for new syndicated loan facilities similar to the credit
facilities provided for herein which, in the sole respective judgment of the
Administrative Agents, could be expected to materially adversely affect the
syndication of portions or all of the Facilities to additional Lenders.


 


(p)           Financial Projections.  The Administrative Agents shall have
received the Financial Projections in form and substance satisfactory to the
Administrative Agents.


 


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(q)           Fairness Opinion.  On the Closing Date, the Administrative Agents shall have
received a copy of the ‘fairness opinion’ of Lehman Brothers, addressed to the
Board of Directors of Genlyte Group dated May 20, 2004.


 


(r)           Due Diligence.  Each of the Administrative Agents shall have completed to its
reasonable satisfaction such examinations and other due diligence of the
Borrowers and their respective Subsidiaries as it deems necessary.


 


(s)           Evidence of Insurance.  The Administrative Agents shall have received
certificates of insurance and other evidence, satisfactory to it, of compliance
with the insurance requirements of this Agreement.


 


(t)            Other Documents.  The Administrative Agents and the Lenders shall have received such
other approvals, opinions, documents or materials as they may reasonably
request.


 


8.2.         Conditions
Precedent to All Loans. 
The obligation of the Lenders to make each Loan and the obligation of a
Letter of Credit Issuer to issue a Letter of Credit is subject, at the time
thereof, to the satisfaction of the following conditions:


 


(a)           Notice of Borrowing, etc.  The Domestic Administrative Agent or the
Canadian Administrative Agent, as applicable, shall have received a Notice of
Borrowing or request for the issuance of a Letter of Credit meeting the
requirements of section 2.3 with respect to the incurrence of Loans and section
3.2 or section 4.2 with respect to the issuance of Letters of
Credit.


 


(b)           No Default; Representations and Warranties.  At the time of such Loan or issuance of such
Letter of Credit, as the case may be, and also after giving effect thereto, (i)
there shall exist no Default or Event of Default, (ii) all representations and
warranties of the Credit Parties contained herein or in the other Credit
Documents shall be true and correct with the same effect as though such
representations and warranties had been made on and as of the date thereof,
except to the extent that such representations and warranties expressly relate
to an earlier specified date, in which case such representations and warranties
shall have been true and correct in all material respects as of the date when
made, and (iii) no event or condition having a Material Adverse Effect shall
have occurred.


 


The acceptance of the benefits of each Loan or Letter of Credit shall
constitute a representation and warranty by the Borrowers to each of the
Lenders that all of the applicable conditions specified in section 8.1
and/or 8.2, as the case may be, exist as of that time.  All of the certificates, legal opinions and
other documents and papers referred to in this section 8, unless
otherwise specified, shall be delivered to the Administrative Agents for the
account of each of the Lenders and, except for the Notes, in sufficient
counterparts for each of the Lenders, and the Administrative Agents will
promptly distribute to the Lenders their respective Notes and the copies of
such other certificates, legal opinions and documents.


 


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SECTION 9.         REPRESENTATIONS
AND WARRANTIES.


 


In order to induce the Lenders to enter into this
Agreement and to make the Loans provided for herein, the Borrowers make the
following representations and warranties to, and agreements with, the Lenders,
on a joint and several basis, all of which shall survive the execution and
delivery of this Agreement and the making of each Loan and the issuance of each
Letter of Credit; provided, however,
for the avoidance of doubt, at the time of the making of any Loan or the issuance
of any Letter of Credit subsequent to the Closing Date, the following
representations and warranties to, and agreements with, the Lenders shall be
deemed made, on a joint and several basis, only by those Credit Parties that
are the Borrowers at such time:


 


9.1.         Corporate Status, etc.  Each of the Borrowers and their respective
Subsidiaries (i) is a duly organized or formed and validly existing
corporation, partnership or limited liability company, as the case may be, in
good standing under the laws of the jurisdiction of its formation and has the
corporate, partnership or limited liability company power and authority, as
applicable, to own its property and assets and to transact the business in
which it is engaged and presently proposes to engage, and (ii) has duly
qualified and is authorized to do business in all jurisdictions where it is
required to be so qualified except where the failure to be so qualified could
not reasonably be expected to have a Material Adverse Effect.


 


9.2.         Subsidiaries.  Annex II hereto lists, as of the date
hereof, each Subsidiary of the Genlyte Group and sets forth their respective
jurisdictions of incorporation or formation, as the case may be, and the
percentage of their respective capital stock, membership interests or partnership
interests, as the case may be, owned by Genlyte Group or other such
Subsidiaries.  All of the issued and
outstanding shares of capital stock, membership interests or partnership
interests, as the case may be, of Genlyte Group and such Subsidiaries have been
duly authorized and validly issued and are fully paid and nonassessable.  There are no options, warrants or other
rights outstanding to purchase shares of any of such Subsidiaries, except as
indicated in Annex II.


 


9.3.         Corporate Power and Authority,
etc.  Each of the Credit
Parties has the corporate power and authority to execute, deliver and carry out
the terms and provisions of the Credit Documents to which it is party and has
taken all necessary corporate action to authorize the execution, delivery and
performance of the Credit Documents to which it is party.  Each of the Credit Parties has duly executed
and delivered each Credit Document to which it is party and each Credit
Document to which it is party constitutes the legal, valid and binding
agreement or obligation of that Credit Party enforceable in accordance with its
terms, except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws generally affecting creditors’ rights and by equitable principles
(regardless of whether enforcement is sought in equity or at law).


 


9.4.         No Violation.  Neither the execution, delivery and
performance by any Credit Party of the Credit Documents to which it is party nor
compliance with the terms and provisions thereof (i) will contravene any
provision of any law, statute, rule, regulation, order, writ, injunction or
decree of any court or governmental instrumentality applicable to that Credit
Party or its properties and assets, (ii) will conflict with or result in any
breach of, any of the terms, covenants, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of (or the
obligation to create or impose) any Lien (other than Liens created under the
Credit Documents) upon any of the property


 


90

















 


or assets of that Credit Party pursuant to the terms of any promissory
note, bond, debenture, indenture, mortgage, deed of trust, credit or loan
agreement, or any other material agreement or other instrument, to which that
Credit Party is a party or by which it or any of its property or assets are
bound or to which it may be subject other than pursuant to the Existing Credit
Agreement, all of the commitments under which shall be terminated, and all of
the borrowings thereunder shall be repaid, not later than the Closing Date in
accordance with section 8.1(f), or (iii) will violate any provision of
the articles or certificate of incorporation, or certificate of formation or
code of regulations or bylaws or operating agreement or other organizational
documents of that Credit Party.


 


9.5.         Governmental
Approvals. 
No order, consent, approval, license, authorization, or validation of,
or filing, recording or registration with, or exemption by, any foreign or
domestic governmental or public body or authority, or any subdivision thereof,
is required to authorize or is required as a condition to (i) the execution,
delivery and performance by any Credit Party of any Credit Document to which it
is a party, or (ii) the legality, validity, binding effect or enforceability of
any Credit Document to which any Credit Party is a party.


 


9.6.         Litigation.  There are no actions, suits or proceedings
pending or, to, the knowledge of the Borrowers, threatened with respect to the
Borrowers or any of their respective Subsidiaries (i) that have resulted in, or
that a Borrower reasonably expects to result in, liability for damages in
excess of fifteen percent (15%) of the Consolidated Net Worth (ii) which
question the validity or enforceability of any of the Credit Documents, or of
any action to be taken by any of the Borrowers pursuant to any of the Credit
Documents to which it is a party.


 


9.7.         Use of Proceeds; Margin Regulations.  (a) The proceeds of all Loans shall be
utilized to pay the purchase price for the Thomas Interests under and pursuant
to the Purchase Agreement and for other lawful purposes not inconsistent with
the requirements of this Agreement.


 


(b)           No
part of the proceeds of any Loan will be used directly or indirectly to
purchase or carry Margin Stock, or to extend credit to others for the purpose
of purchasing or carrying any Margin Stock, in violation of any of the
provisions of Regulation T, U or X of the Board of Governors of the Federal
Reserve System. The Borrowers are not engaged in the business of extending
credit for the purpose of purchasing or carrying any Margin Stock. At no time
would more than 25% of the value of the assets of the Borrowers or of the
Borrowers and the consolidated Subsidiaries that are subject to any
“arrangement” (as such term is used in section 221.2(g) of such Regulation U)
hereunder be represented by Margin Stock.


 


9.8.         Financial
Statements, etc. 
(a) The Borrowers have furnished to the Lenders and the Administrative
Agents complete and correct copies of (i) the audited consolidated balance
sheet of Genlyte Group and its consolidated Subsidiaries, as of the end of the
fiscal years ended on or nearest to December 31, 2002 and December 31, 2003,
and the related audited consolidated statements of income, members’ equity (or
net worth), and cash flows for the fiscal years then ended, accompanied by the
unqualified report thereon of its independent accountants; and (ii) the unaudited
consolidated balance sheet of Genlyte Group and its consolidated Subsidiaries,
as of April 3, 2004, and the related consolidated statements of income and of
cash flows for the fiscal quarter or quarters then ended.  All such financial statements (together with
the notes included or referenced therein) have been prepared in accordance with
GAAP, consistently applied (except as stated therein), and fairly present


 


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in all material respects the financial position of Genlyte Group and
its Subsidiaries as of the respective dates indicated and the consolidated
results of their operations and cash flows for the respective periods
indicated, subject in the case of any such financial statements which are unaudited,
to normal audit adjustments, none of which will involve a Material Adverse
Effect.


 


(b)           The
Borrowers have delivered or caused to be delivered to the Lenders prior to the
execution and delivery of this Agreement (i) a copy of Genlyte Group’s Report on
Form 10-K as filed (without Exhibits) with the SEC for their fiscal year ended
on or nearest to December 31, 2003, which contains a general description of the
business and affairs of the Borrowers and the Subsidiaries, and (ii) financial
projections prepared by management of Genlyte Group and its Subsidiaries for
the fiscal years 2004-2008 (the “Financial Projections”).  The Financial Projections were prepared on behalf of the
Borrowers in good faith after taking into account the existing and historical levels
of business activity of Genlyte Group and its Subsidiaries, known trends,
including general economic trends, and all other information, assumptions and
estimates considered by management of Genlyte Group and its Subsidiaries to be
reasonable at the time.  Except for
facts relating to general economic and industry conditions, no facts are known
to the Borrowers at the Effective Date that the Borrowers believe will result
in a material adverse change in the results of operations reflected in the
Financial Projections.


 


9.9.         No Material
Adverse Change. 
Since December 31, 2003, there has been no change in the business,
operations, property, assets, prospects, liabilities or condition (financial or
otherwise) of the Borrowers and their respective Subsidiaries taken as a whole,
except for changes, none of which, individually or in the aggregate, has had or
could reasonably be expected to have, a Material Adverse Effect.


 


9.10.       Tax Returns
and Payments. 
Each of the Borrowers and their respective Subsidiaries has filed all
federal income tax returns and all other tax returns, domestic and foreign,
required to be filed by it and has paid all taxes and assessments payable by it
which have become due, other than those not yet delinquent and except for those
contested in good faith.  The Borrowers
and each of their respective Subsidiaries have established on their books such
charges, accruals and reserves in respect of taxes, assessments, fees and other
governmental charges for all fiscal periods as are required by GAAP.  There is no proposed assessment for
additional federal, foreign or state taxes for any period, or of any basis
therefor, which, individually or in the aggregate, taking into account such
charges, accruals and reserves in respect thereof as the Borrowers and their
Subsidiaries have made, could reasonably be expected to have a Material Adverse
Effect.


 


9.11.       Title to Properties, etc.  Each of the Borrowers and each of their
respective Subsidiaries has good and marketable title (or valid Leaseholds, in
the case of any leased property), in the case of real property, and good title
(or valid Leaseholds, in the case of any leased property), in the case of all
other property, to all of its properties and assets free and clear of Liens
other than Liens permitted by section 11.3, except for such defects in
title as could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.  The
interests of the Borrowers and each of their respective Subsidiaries in the
properties reflected in the most recent balance sheet referred to in section
9.8, taken as a whole, were sufficient, in the judgment of the Borrowers,
as of the date of such balance sheet for purposes of the ownership and
operation of the businesses conducted by the Borrowers and such Subsidiaries.


 


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9.12.       Lawful Operations, etc.  Each of the Borrowers and their respective
Subsidiaries (i) holds all necessary federal, state and local governmental
licenses, registrations, certifications, permits and authorizations necessary
to conduct its business, and (ii) is in full compliance with all requirements
imposed by law, regulation or rule, whether federal, state or local, which are
applicable to it, its operations, or its properties and assets, including
without limitation, applicable requirements of Environmental Laws, except for any
failure to obtain and maintain in effect, or noncompliance, which, individually
or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.


 


9.13.       Environmental
Matters. 
(a) Each of the Borrowers and their respective Subsidiaries is in
compliance with all Environmental Laws governing its business, except to the extent
that any such failure to comply (together with any resulting penalties, fines
or forfeitures) could not reasonably be expected to have a Material Adverse
Effect.  All licenses, permits,
registrations or approvals required for the conduct of the business of the Borrowers,
and each of their respective Subsidiaries under any Environmental Law have been
secured, and each of the Borrowers and such Subsidiaries is in compliance
therewith, except
for such licenses, permits, registrations or approvals the failure to secure or
to comply therewith could not reasonably be expected to have a Material Adverse
Effect.  None of the Borrowers or any of
their respective Subsidiaries has received written notice, or otherwise knows,
that it is in any respect in noncompliance with, breach of or default under any
applicable writ, order, judgment, injunction, or decree to which a Borrower or
such Subsidiary is a party or which could affect the ability of a Borrower or
any of its Subsidiaries to operate any Real Property and no event has occurred
and is continuing which, with the passage of time or the giving of notice or
both, would constitute noncompliance, breach of or default thereunder, except in each such
case, such noncompliance, breaches or defaults as could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.  There are no Environmental Claims pending
or, to the best knowledge of a Borrower threatened, which could reasonably be
expected to have a Material Adverse Effect. 
There are no facts, circumstances, conditions or occurrences on any Real
Property now or at any time owned, leased or operated by the Borrowers or any
of their respective Subsidiaries or on any property adjacent to any such Real
Property, which are known by a Borrower or as to which a Borrower or any of its
Subsidiaries has received written notice, that could reasonably be expected (i)
to form the basis of an Environmental Claim against a Borrower or any of its
Subsidiaries or any Real Property of a Borrower or any of its Subsidiaries, or
(ii) to cause such Real Property to be subject to any restrictions on the
ownership, occupancy, use or transferability of such Real Property under any
Environmental Law, except in each such case, such Environmental Claims or
restrictions that individually or in the aggregate could not reasonably be
expected to have a Material Adverse Effect.


 


(b)           Hazardous
Materials have not at any time been (i) generated, used, treated or stored on,
or transported to or from, any Real Property of the Borrowers, or any of their
respective Subsidiaries or (ii) released on any such Real Property, in each
case where such occurrence or event is not in compliance in all material
respects with Environmental Laws and could reasonably be expected to have a
Material Adverse Effect.


 


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9.14.       Compliance
with ERISA and Canadian Benefit Plans.


 


(a)           Compliance with ERISA.  Compliance by the Borrowers with the
provisions hereof and Loans and Letters of Credit contemplated hereby will not
involve any Prohibited Transaction within the meaning of ERISA or section 4975
of the Code or any breach of any other comparable foreign law.  The Borrowers and each of their respective
Subsidiaries, (i) has fulfilled all obligations under minimum funding standards
of ERISA and the Code with respect to each Plan that is not a Multiemployer
Plan or a Multiple Employer Plan, (ii) has satisfied all respective
contribution obligations in respect of each Multiemployer Plan and each
Multiple Employer Plan, (iii) is in compliance in all respects with all other
applicable provisions of ERISA and the Code with respect to each Plan, each
Multiemployer Plan and each Multiple Employer Plan, and (iv) has not incurred
any liability under the Title IV of ERISA to the PBGC with respect to any Plan,
any Multiemployer Plan, any Multiple Employer Plan, or any trust established
thereunder, except
(with respect to any matter specified in any of the above clauses), for such
matters as, individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect.  No
Plan or trust created thereunder has been terminated, and there have been no
Reportable Events, with respect to any Plan or trust created thereunder or with
respect to any Multiemployer Plan or Multiple Employer Plan, which termination
or Reportable Event has or could result in the termination of such Plan,
Multiemployer Plan or Multiple Employer Plan and give rise to a liability of
the Borrowers or any ERISA Affiliate in respect thereof which, individually or
in the aggregate, could reasonably be expected to have a Material Adverse
Effect.  No Borrower nor any ERISA
Affiliate is at the date hereof, or has been at any time within the five years
preceding the date hereof, an employer required to contribute to any
Multiemployer Plan or Multiple Employer Plan, or a “contributing sponsor” (as
such term is defined in section 4001 of ERISA) in any Multiemployer Plan or
Multiple Employer Plan.  Each Plan that
is intended to be so qualified under section 401(a) of the Code in fact is so
qualified.  No Borrower nor any ERISA
Affiliate has any contingent liability with respect to any post-retirement
“welfare benefit plan” (as such term is defined in ERISA) except as has been
disclosed prior to the date hereof to the Lenders in writing or on any financial
statements of a Borrower or any ERISA Affiliate provided to the Administrative
Agents and the Lenders or except for such contingent liabilities that,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.


 


(b)           Canadian Benefit Plans.  Each employee benefit, health, welfare,
supplemental unemployment benefit, bonus, pension, profit sharing, deferred
compensation, stock compensation, stock purchase, retirement, hospitalization
insurance, medical, dental, legal, disability and similar plans or arrangements
or practices relating to the employees or former employees of any Canadian
Facility Borrower or any of the Subsidiaries of a Borrower resident in Canada
(collectively, the “Employee Plans”)
is and has been established, registered, qualified, invested and administered,
in all respects, in accordance with its terms, all laws, regulations, orders or
other legislative, administrative or judicial promulgations applicable to the
particular Employee Plan and all understandings, written or oral, between any
Canadian Facility Borrower or any of the Subsidiaries of a Borrower resident in
Canada, as applicable, and the employees or former employees, as applicable,
except when the failure to so establish, register, qualify, invest or
administer, could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.  All
obligations regarding the Employee Plans have been satisfied, there are no
outstanding


 


94

















 


defaults or violations by any party thereto and no
taxes, penalties or fees are owing or exigible under any of the Employee Plans
that, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.  No Employee
Plan, nor any related trust or other funding medium thereunder, is subject to
any pending investigation, examination or other proceeding, action or claim
initiated by any governmental agency or instrumentality, or by any other party
(other than routine claims for benefits), and there exists no state of facts
which after notice or lapse of time or both could reasonably be expected to
give rise to any such investigation, examination or other proceeding, action or
claim or to affect the registration of any Employee Plan required to be
registered.  All contributions or
premiums required to be made by any Canadian Facility Borrower or any of the
Subsidiaries of a Borrower resident in Canada under the terms of each Employee
Plan or by applicable laws have been made in a timely fashion in accordance
with applicable laws and the terms of the Employee Plans except to the extent
that the failure to make such contributions or premiums could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse
Effect.  Each Employee Plan which is
required to be funded pursuant to its terms or applicable laws is fully funded
on an ongoing, wind-up and solvency basis, determined using reasonable
actuarial assumptions except as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.  Except as has been disclosed prior to the
date hereof to the Lenders in writing, none of the Employee Plans provides
benefits to retired or terminated employees or to their respective
beneficiaries or dependents.  None of
the Employee Plans is a multi-employer pension plan as defined under the
provisions of applicable Canadian federal or provincial law.


 


9.15.       Intellectual
Property, etc. 
The Borrowers or their Subsidiaries own or are licensed or otherwise
have the right to use all of the patents, trademarks, service marks, trade
names, copyrights, contractual franchises, authorizations and other rights that
are reasonably necessary for the present and planned future operation of their
respective businesses, without conflict in any material respect with the rights
of any other Person, other than patents, trademarks, service marks, trade
names, copyrights, contractual franchises, authorizations and other rights the
loss of which could not reasonably be expected to have a Material Adverse
Effect.  To the knowledge of the
Borrowers, no slogan or other advertising device, product, process, method,
substance, part or other material now employed, or now contemplated to be
employed, by the Borrowers or any of their respective Subsidiaries infringes
upon any rights held by any other Person in any material respect, which
infringement would give rise to a claim which, if determined adversely to such
Credit Party could reasonably be expected to have a Material Adverse Effect. No
claim or litigation regarding any of the foregoing is pending or to the
knowledge of the Borrowers threatened, and no patent, invention, device,
application, principle or any statute, law, rule, regulation, standard or code
is pending or, to the knowledge of the Borrowers, proposed, which, in either
case, could reasonably be expected to have a Material Adverse Effect.


 


9.16.       Investment
Company Act, etc. 
None of the Borrowers or any of their respective Subsidiaries is subject
to regulation with respect to the creation or incurrence of Indebtedness under
the Investment Company Act of 1940, as amended, the Interstate Commerce Act, as
amended, the Federal Power Act, as amended, the Public Utility Holding Company
Act of 1935, as amended, or any applicable state public utility law or any
other Federal or state statute or regulation limiting its ability to incur
Indebtedness.


 


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9.17.       Burdensome Contracts; Labor
Relations.  None of the
Borrowers or any of their respective Subsidiaries (i) is subject to any
burdensome contract, agreement, corporate restriction, judgment, decree or
order, (ii) is a party to any labor dispute affecting any bargaining unit or
other group of employees generally, (iii) is subject to any material strike,
slow down, workout or other concerted interruptions of operations by employees
of a Borrower or any of its Subsidiaries, whether or not relating to any labor
contracts, (iv) is subject to any significant pending or, to the knowledge of a
Borrower, threatened, unfair labor practice complaint, before the National
Labor Relations Board, (v) is subject to any significant pending or, to the
knowledge of a Borrower, threatened, grievance or significant arbitration
proceeding arising out of or under any collective bargaining agreement, (vi) is
subject to any significant pending or, to the knowledge of a Borrower,
threatened, significant strike, labor dispute, slowdown or stoppage, or (vii)
is, to the knowledge of the Borrowers, involved or subject to any union
representation organizing or certification matter with respect to the employees
of a Borrower or any of its Subsidiaries, except (with respect to any matter specified in any of
the above clauses), for such matters as, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.


 


9.18.       Existing
Indebtedness.  Annex
III sets forth a true and complete list by category, as of the date or
dates set forth therein, of all Indebtedness of Genlyte Group and each of its
Subsidiaries, on a consolidated basis, which will be outstanding on the Closing
Date after giving effect to the initial Borrowing hereunder, other than the
Indebtedness created under the Credit Documents (all such Indebtedness, whether
or not in a principal amount meeting such threshold and required to be so
listed in Annex III, herein the “Existing Indebtedness”). As and to the extent the
Administrative Agents have so requested, the Borrowers have provided to the
Administrative Agents prior to the date of execution hereof true and complete
copies (or summary descriptions) of all agreements and instruments governing
the Indebtedness listed in Annex III (the “Existing Indebtedness Agreements”).


 


9.19.       True and
Complete Disclosure. 
All factual information  (taken
as a whole) heretofore or contemporaneously furnished by or on behalf of the
Borrowers or any of their respective Subsidiaries in writing to the
Administrative Agents or any Lender for purposes of or in connection with this
Agreement or any transaction contemplated herein, other than the Financial
Projections (as to which representations are made only as provided in section
9.8), is, and all other such factual information hereafter furnished by or
on behalf of such person in writing to any Lender in respect of this Agreement
or any other Credit Document will be, true and accurate in all material
respects on the date as of which such information is dated or certified and not
incomplete by omitting to state any material fact necessary to make such
information not misleading at such time in light of the circumstances under
which such information was provided.  As
of the Effective Date, there is no fact known to the Borrowers or any of their
respective Subsidiaries which has, or could reasonably be expected to have, a
Material Adverse Effect which has not theretofore been disclosed in writing to
the Lenders.


 


9.20.       Solvency.  Each of the Borrowers and each of their
respective Subsidiaries is Solvent. 
After giving effect to the transactions contemplated by this Agreement,
including all Indebtedness incurred thereby, the Liens granted by the Borrowers
in connection therewith and the payment of all


 


96

















 


fees and expenses related thereto, the Borrowers and each of their
respective Subsidiaries will be Solvent, determined as of the Closing Date.


 


9.21.       Material Agreements.  None of the Borrowers or any of their
respective Subsidiaries is in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in (i)
any agreement to which it is a party, which default could, individually or in
the aggregate with all such defaults, reasonably be expected to result in a
Material Adverse Effect or (ii) any agreement or instrument evidencing or
governing Indebtedness, which default, individually or in the aggregate with
all such defaults, could reasonably be expected to result in a Material Adverse
Effect or, in either case, would, if such default had occurred after the
Closing Date, create an Event of Default under this Agreement.


 


9.22        Insurance.  The
Borrowers and their respective Subsidiaries carry insurance on their businesses
with financially sound and reputable insurance companies, in such amounts, with
such deductibles and covering such risks as are customarily carried by
companies engaged in similar businesses in localities where Borrower and such
Subsidiaries operate.


 


9.23.       Security Interests.  Once executed and delivered, and until
terminated in accordance with the terms thereof, each of the Security Documents
that grants a Lien creates, as security for the obligations purported to be
secured thereby and upon filing of any financing statements, deeds of hypothec,
or equivalent filings otherwise named in the appropriate office or offices or
delivery of possession of the collateral in question to the Administrative
Agents, as the case may be, a valid and enforceable perfected security interest
in and Lien on all of the Collateral subject thereto from time to time, in
favor of the Administrative Agents, as collateral agents, superior to and prior
to the rights of all third persons and subject to no other Liens, other than
Liens arising by operation of law, if any, in respect of personal property
taxes that are not due and payable.  No
filings or recordings are required in order to perfect the security interests
created under any Security Document except for filings or recordings required
in connection with any such Security Document which shall have been made, or
for which satisfactory arrangements have been made, upon or prior to the
execution and delivery thereof. All recording, stamp, intangible or other
similar taxes required to be paid by any person under applicable legal requirements
or other laws applicable to the property encumbered by the Security Documents
in connection with the execution, delivery, recordation, filing, registration,
perfection or enforcement thereof have been paid.


 


9.24        Thomas Purchase.    The Purchase Agreement is in full force and effect; no default by
either of Genlyte Group or Genlyte Thomas exists in the performance of any of
their respective obligations thereunder; to the Borrowers’ knowledge, no
default by Thomas Industries, Inc. or any of its “Transferring Affiliates” (as
defined in the Purchase Agreement) exists in the performance of any of their
respective obligations thereunder; to the Borrowers’ knowledge, each of the
representations and warranties made by Thomas Industries, Inc. to Genlyte Group
pursuant to the Purchase Agreement are true and correct in all material
respects; and upon consummation of the transactions contemplated by the
Purchase Agreement, on Closing Date, Genlyte Group (directly or indirectly
through its Material Subsidiaries) will own 100% of the issued and outstanding,
as the case may be, capital stock, membership interests, partnership interests
or other economic and voting equity interests in Genlyte Thomas, Genlyte
Holdings, Genlyte Lighting, Genlyte Limited Nova Scotia, Genlyte General Nova
Scotia, Genlyte Canadian Holdings, LLC, Genlyte Intangible Inc., Shakespeare
Composite Structures LLC, GTG Intangible, Genlyte International Acquisitions
LP,


 


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Canlyte Inc., Ledalite Architectural Products LP (other than a 0.1%
interest), Lumec Holding Corp., and Lumec Inc., all free and clear of any
adverse claim (as defined in Section 8-102 of the Uniform Commercial Code) or
other Lien, other than pursuant to the Security Documents.


 


SECTION
10.       AFFIRMATIVE COVENANTS.


 


The Borrowers, on a joint and several basis, hereby
covenant and agree that until such time as the Total Commitment has been
terminated, no Notes are outstanding, there are no Domestic Facility Letter of
Credit Outstandings, there are no Canadian Facility Letter of Credit
Outstandings, and the Loans, together with interest and Fees hereunder and all
obligations in respect of Letters of Credit and all other Obligations, have
been indefeasibly paid in full:


 


10.1.       Reporting Requirements.  The Borrowers will furnish or cause to be
furnished to each Lender and the Administrative Agents:


 


(a)           Annual Financial Statements.  As soon as available and in any event within
90 days after the close of each fiscal year of Genlyte Group, the consolidated
balance sheet of Genlyte Group and its consolidated Subsidiaries, as at the end
of such fiscal year and the related consolidated statements of income, of
members’ equity (or net worth) and of cash flows for such fiscal year, in each
case setting forth comparative figures for the preceding fiscal year, all in
reasonable detail and, solely in the case of the consolidated financial
statements, accompanied by the opinion with respect to such consolidated
financial statements of independent public accountants of recognized national
standing selected by Genlyte Group, which opinion shall be unqualified and
shall state that such accountants audited such consolidated financial
statements in accordance with generally accepted auditing standards, that such
accountants believe that such audit provides a reasonable basis for their
opinion, and that in their opinion such consolidated financial statements
(including the notes thereto) present fairly in all material respects the
financial position of Genlyte Group and its Subsidiaries as at the end of such
fiscal year and the results of their operations and cash flows for such fiscal
year in conformity with GAAP.


 


(b)           Quarterly Financial Statements.  As soon as available and in any event within
45 days after the close of each of the first three quarterly accounting periods
in each fiscal year of Genlyte Group, the unaudited consolidated balance sheets
of Genlyte Group and its Subsidiaries, as at the end of such quarterly period
and the related unaudited consolidated statements of income, members’ equity
and of cash flows for such quarterly period, and setting forth, in the case of
such unaudited statements of income, members’ equity (or net worth) and of cash
flows, comparative figures for the related periods in the prior fiscal year,
and which financial statements shall be certified as true and correct on behalf
of Genlyte Group by a Principal Officer of Genlyte Group, subject to changes
resulting from normal year-end audit adjustments.


 


(c)           Compliance Certificates.


 


(i)            At the time of the
delivery of the financial statements provided for in sections 10.1(a)
and (b), a certificate on behalf of a Principal Officer of Genlyte


 


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Group to the effect that no Default or Event of
Default exists or, if any Default or Event of Default does exist, specifying
the nature and extent thereof, which certificate shall set forth the
calculations required to establish compliance with the provisions of sections
11.3, 11.4, 11.5, 11.6, 11.7 and 11.8 of
this Agreement, together with such other supporting information as the
Administrative Agents may reasonably request to determine the accuracy of such
calculations.


 


(ii)           At the time of the
delivery of the financial statements provided for in section 10.1(a), a
certificate of the independent public accountants referenced therein stating
that in making the examination necessary therefor no knowledge was obtained of
any Default or Event of Default.


 


(d)           Budgets and Forecasts.  Within thirty (30) days following approval
by the Board of Directors of Genlyte Group, a consolidated budget in reasonable
detail for each entire fiscal year and for each of the fiscal quarters in such
fiscal year as customarily prepared by management for their internal use.


 


(e)           Notice of Default, Litigation or Material Adverse
Effect.


 


(i)            Promptly, and in any
event within three Business Days thereof, notice of the occurrence of any event
which constitutes a Default or Event of Default, or of the occurrence or existence
of any event or circumstance that reasonably forseeably will become a Default
or Event of Default, which notice shall specify the nature thereof, the period
of existence thereof and what action the Borrowers propose to take with respect
thereto;


 


(ii)           Promptly, and in any
event within three Business Days after any of the Borrowers or any of their
respective Subsidiaries obtains knowledge thereof, notice of any litigation or
governmental or regulatory investigation or proceeding pending against or involving
the Borrowers or any of their respective Subsidiaries which could reasonably be
expected to have a Material Adverse Effect; and


 


(iii)          Promptly, and in any
event within three Business Days after any Borrowers or any of their respective
Subsidiaries obtains knowledge of any matter that has resulted or is reasonably
expected to result in a Material Adverse Effect, including, without limitation,
to the extent applicable, (a) Environmental Claims or (b) any breach or
non-performance of, or any default under, any provision of any security issued
by any of the Borrowers or any of their respective Subsidiaries or of any
agreement, undertaking, contract, indenture, mortgage, deed of trust or other
instrument, document or agreement to which such Person is a party or by which
it or any of its property is bound.


 


(f)            ERISA. 
Promptly, and in any event within 15 days after the occurrence of any of
the following (if such event or condition reasonably could be expected to have
a Material Adverse Effect), the Borrowers will deliver to each of the Lenders a
certificate on behalf of the Borrowers of an Authorized Officer of the
Borrowers setting forth the full


 


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details as to such occurrence and the action, if any,
that the Borrowers, such Subsidiary or such ERISA Affiliate is required or
proposes to take, together with any notices required or proposed to be given to
or filed with or by the Borrowers, such Subsidiary, the ERISA Affiliate, the
PBGC, a Plan participant or the Plan administrator with respect thereto:


 


(i)            that a Reportable
Event has occurred with respect to any Plan;


 


(ii)           the institution of any
steps by the Borrowers, any ERISA Affiliate, the PBGC or any other person to
terminate any Plan;


 


(iii)          the institution of any
steps by the Borrowers or any ERISA Affiliate to withdraw from any Plan;


 


(iv)          the institution of any
steps by the Borrowers or any of their respective Subsidiaries to withdraw from
any Multiemployer Plan or Multiple Employer Plan, if such withdrawal could
result in withdrawal liability (as described in Part 1 of Subtitle E of Title
IV of ERISA);


 


(v)           a non-exempt
“prohibited transaction” within the meaning of section 406 of ERISA in connection
with any Plan;


 


(vi)          that a Plan has an
Unfunded Current Liability;


 


(vii)         any material increase in
the contingent liability of the Borrowers or any of their respective
Subsidiaries with respect to any post-retirement welfare liability; or


 


(viii)        the taking of any action
by, or the written threat of the taking of any action by, the Internal Revenue
Service, the Department of Labor or the PBGC with respect to any of the
foregoing.


 


(g)           Canadian Benefit Plans.  Promptly, and in any event, within 15 days
after the occurrence of any of the following (if such event or condition
reasonably could be expected to have a Material Adverse Effect), the Borrowers
will deliver to each of the Lenders a certificate on behalf of the Borrowers of
an Authorized Officer of the Borrowers setting forth the full details as to
such occurrence and the action, if any, that the Borrowers or any of their
respective Subsidiaries are required or propose to take, together with any
notices required or proposed to be given to or filed with or by the Borrowers
or such Subsidiaries or an Employee Plan participant with respect thereto:


 


(i)            the institution of any
steps by the Borrowers or any of their respective Subsidiaries or an applicable
regulator or any other person to terminate any Employee Plan;


 


(ii)           that an Employee Plan
has an unfunded liability or solvency deficiency, determined in each case using
reasonable actuarial assumptions;


 


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(iii)          any material increase in
the contingent liability of the Borrowers or any of their respective
Subsidiaries with respect to any post-retirement or post-termination welfare
liability; or


 


(iv)          the taking of any action
by, or the written threat of the taking of any action by, an applicable regulator,
an Employee Plan participant, a former Employee Plan participant or any other
person with respect to any Employee Plan.


 


(h)           Other Information.  Such other information or documents
(financial or otherwise) relating to a Borrower or any Subsidiary as any Lender
may reasonably request from time to time.


 


10.2.       Books, Records and Inspections.  The Borrowers will, and will cause each of
the Subsidiaries, (i) keep proper books of record and account, in which full
and correct entries shall be made of all financial transactions and the assets
and business of the Borrowers or such Subsidiaries, as the case may be, in
accordance with GAAP; and (ii) permit officers and designated representatives
of the Administrative Agents or any of the Lenders to visit and inspect any of
the properties or assets of the Borrowers and their respective Subsidiaries in
whomsoever’s possession (as to any such assets not in the possession of a
Borrower or such a Subsidiary, to the extent that, following diligent efforts
by such Credit Party, permission is obtained from such possessor) and to
examine (and make copies of or take extracts from) the books of account of the
Borrowers and their respective Subsidiaries and discuss the affairs, finances
and accounts of the Borrowers and their respective Subsidiaries with, and be
advised as to the same by, their officers and independent accountants and
independent actuaries, if any, all at such reasonable times and intervals upon
reasonable notice (except that during the existence of an Event of Default, no
notice shall be required) as the Administrative Agents or any of the Lenders
may request.


 


10.3.       Insurance.  The Borrower shall maintain, and shall cause
each Material Subsidiary to maintain, with financially sound and reputable
independent insurers, insurance with respect to its material properties and
business against loss or damage of the kinds customarily insured against by
Persons engaged in the same or similar business, of such types and in such
amounts as are customarily carried under similar circumstances by such other
Persons.


 


10.4.       Payment of Taxes and
Claims.  The Borrowers will
pay and discharge, and will cause each of the Subsidiaries to pay and
discharge, all taxes, assessments and governmental charges or levies imposed
upon them or upon their income or profits, or upon any properties belonging to
them, prior to the date on which penalties attach thereto, and all lawful
claims which, if unpaid, might become a Lien or charge upon any properties of
the Borrowers or any of their respective Subsidiaries; provided that none of the Borrowers or any of
their respective Subsidiaries shall be required to pay any such tax,
assessment, charge, levy or claim which is being contested in good faith and by
proper proceedings if it has maintained adequate reserves with respect thereto
in accordance with GAAP; and provided, further, that the Borrowers will not be
considered to be in default of any of the provisions of this sentence if the
Borrowers or any of their respective Subsidiaries fails to pay any such amount
or amounts that, individually or in the aggregate, do not


 


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exceed $10,000,000 so long as that matter is being negotiated in good
faith with the applicable taxing authority.


 


10.5.       Corporate Franchises.  The Borrowers will, and will cause each of
the Material Subsidiaries to:


 


(a)           preserve and maintain
in full force and effect its existence and good standing under the laws of its
state or jurisdiction of incorporation;


 


(b)           preserve and maintain
in full force and effect all material governmental rights, privileges,
qualifications, permits, licenses and franchises necessary or desirable in the
normal conduct of its business, except (i) governmental rights, privileges,
qualifications, permits, licenses and franchises the loss of which could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect and (ii) in connection with transactions permitted by section
11.2;


 


(c)           use reasonable efforts,
in the ordinary course of business, to preserve its business organization and
goodwill; and


 


(d)           preserve or renew all
of its registered patents, trademarks, trade names and service marks, the
non-preservation of which could reasonably be expected to have a Material
Adverse Effect.


 


10.6.       Good Repair.  The Borrowers will, and will cause each of
the Material Subsidiaries to ensure that their properties and equipment used or
useful in their business in whomsoever’s possession they may be, are kept in
good repair, working order and condition, normal wear and tear excepted, and
will make all necessary repairs thereto and renewals and replacements thereof
except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect and except as permitted by section 11.2.  The Borrowers will, and will cause each of
the Material Subsidiaries to use the standard of care typical in the industry
in the operation and maintenance of its facilities.


 


10.7.       Compliance
with Statutes, etc. 
Subject to section 10.8, the Borrowers will, and will cause each
of the Material Subsidiaries to comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of their
business and the ownership of their property, other than those being contested
in good faith by appropriate proceedings, as to which adequate reserves are
established to the extent required under GAAP; provided, however, a failure to comply with such
statutes, regulations, orders and restrictions shall not constitute a breach of
this section 10.7 if such noncompliance could not reasonably be expected
to have a Material Adverse Effect.


 


10.8.       Compliance
with Environmental Laws. 
Notwithstanding, and in addition to, the covenants contained in section
10.7 hereof:


 


(a)           The Borrowers will, and
will cause each of the Subsidiaries to, (i) comply in all respects with all
Environmental Laws applicable to the ownership, lease or use of all Real


 


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Property and personal property now or hereafter owned,
leased or operated by a Borrower or any of its Subsidiaries, and promptly pay
or cause to be paid all costs and expenses incurred in connection with such compliance;
provided, however, that a
failure to comply with such Environmental Laws shall not constitute a breach of
this section 10.8(a) if such noncompliance could not reasonably be
expected to have a Material Adverse Effect; and (ii) keep or cause to be kept
all such Real Property free and clear of any Liens imposed pursuant to such
Environmental Laws which are not permitted under section 11.3.


 


(b)           Without limitation of
the foregoing, if a Borrower or any of its Subsidiaries shall generate, use,
treat, store, release or dispose of, or permit the generation, use, treatment,
storage, release or disposal of, Hazardous Materials on any Real Property now
or hereafter owned, leased or operated by a Borrower or any of its
Subsidiaries, or transport or permit the transportation of Hazardous Materials
to or from any such Real Property, any such action shall be effected in
compliance with all Environmental Laws applicable thereto; provided, however, a failure of any such action to
comply with such Environmental Laws shall not constitute a breach of this section
10.8(b) if such noncompliance could not reasonably be expected to have a
Material Adverse Effect.


 


(c)           If required to do so
under any applicable order of any governmental agency, the Borrowers will
undertake, and cause each of the Subsidiaries to undertake or cause, any clean
up, removal, remedial or other action necessary to remove and clean up any
Hazardous Materials from any Real Property owned, leased or operated by a
Borrower or any of its Subsidiaries in accordance with the requirements of all
applicable Environmental Laws and in accordance with such orders of all
governmental authorities, except to the extent that such Borrower or such
Subsidiary is contesting such order in good faith and by appropriate proceedings
and for which adequate reserves have been established to the extent required by
GAAP; provided,
however, that a
failure to so clean-up, remove, remediate or take such action necessary to
remove and clean up such Hazardous Materials shall not constitute a breach of
this section 10.8(c) if such failure could not reasonably be expected to
have a Material Adverse Effect.


 


10.9.       Fiscal Years, Fiscal
Quarters.  None of the
Borrowers or any of their respective Material Subsidiaries shall change its
fiscal year or fiscal quarters, other than the fiscal year or fiscal quarters
of a person which becomes a Material Subsidiary, made at the time such person
becomes a Material Subsidiary to conform to the Borrowers’ fiscal year and
fiscal quarters.


 


10.10.     Hedge Agreements, etc.  In the event any of the Borrowers or any of
their respective Material Subsidiaries determine to enter into a Hedge
Agreement they may do so, provided that such Hedge Agreement is entered to for the
purpose of hedging or mitigating risks to which a Borrower or any Material
Subsidiary is exposed in the conduct of its business or the management of its
liabilities and, when considered in light of other outstanding Hedge Agreements
to which that Borrower or that Material Subsidiary is a party, does not expose
that Borrower or that Material Subsidiary, as the case may be, to predominantly
speculative risks unrelated to the amount of assets, Indebtedness or other
liabilities intended to be subject to coverage on a notional basis under such
Hedge Agreement.


 


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10.11.     Senior Debt.  The Borrowers will at all times ensure that
(a) the claims of the Lenders in respect of the Obligations of the Credit
Parties will not be subordinate to, and will in all respects at least rank  pari passu
with, the claims of every other senior unsecured creditor of the Credit
Parties, and (b) any Indebtedness subordinated in any manner to the claims of
any other senior unsecured creditor of the Credit Parties will be subordinated
in like manner to such claims of the Lenders.


 


10.12.     Security Documents.


 


(a)           Except with respect to
the Foreign Subsidiaries the capital stock of which has been pledged in
accordance with section 10.12(b), in order to secure the Obligations of
the Borrowers, the Borrowers will cause any Domestic Subsidiary and any Foreign
Subsidiary that is a Material Subsidiary created or acquired by a Borrower, or
which becomes a Material Subsidiary, after the Effective Date to execute and
deliver to the Administrative Agents a Guaranty substantially in the form
attached as Exhibit G-1 and G-2, as applicable


 


(b)           With the approval of
the Administrative Agents, which approval shall not be unreasonably withheld,
in lieu of providing a Guaranty as contemplated by section 10.12(a), at
the option of the Borrowers, the Borrowers will pledge as collateral to the
Administrative Agents, as collateral agents, pursuant to a Pledge Agreement
substantially in the form attached as Exhibit F, 65% of the capital
stock of, or other equity or ownership interest in, any Foreign Subsidiary that
is a Material Subsidiary created or acquired by a Borrower, or which becomes a
Material Subsidiary of a Borrower, after the Effective Date, provided  that in each
such case, the Borrowers are able to demonstrate to the Administrative Agents
that providing a Guaranty with respect to such Foreign Subsidiaries as
contemplated by this Agreement would have a material adverse tax consequence to
such Borrowers or to such Foreign Subsidiaries.  The above-described pledges of capital stock shall grant to the
Administrative Agents, as collateral agents, and such Borrower shall execute
such documents and take such other actions as deemed by the Administrative
Agents to be necessary or appropriate to effect a first priority perfected Lien
on 65% of the capital stock of each such Foreign Subsidiary that is owned by a
Borrower or any Domestic Subsidiary.


 


10.13.     Use of Proceeds.  The Borrowers will use the proceeds of the Loans (i)
to pay the purchase price for the Thomas Interests under and pursuant to the
Purchase Agreement, (ii) for Consolidated Capital Expenditures, (iii) for
Permitted Acquisitions or (iv) for working capital and other general corporate
purposes, in each case not in contravention of any applicable law, statute,
rule, regulation, order, writ, injunction or decree of any court or
governmental instrumentality or in contravention of any of the Credit
Documents.


 


SECTION
11.       NEGATIVE COVENANTS.


 


The Borrowers, on a joint and several basis, hereby covenant
and agree that until such time as the Total Commitment has been terminated, no
Notes are outstanding, there are no Domestic Facility Letter of Credit
Outstandings, there are no Canadian Facility Letter of Credit Outstandings, and
the Loans, together with interest and Fees hereunder and all obligations in
respect of Letters of Credit and all other Obligations, have been indefeasibly
paid in full:


 


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11.1.       Changes in Business.  None of the Borrowers nor any of their
respective Material Subsidiaries will engage in any other business if, as a
result, the general nature of the business which would then be engaged in by
that Borrower or that Material Subsidiary, as the case may be, would be
substantially changed from the general nature of the business engaged in by a
Borrower or any of its Material Subsidiaries on the date hereof (such business
being referred to in this section 11.1 as the “principal business”).  Notwithstanding the foregoing, the Borrowers
or any of their respective Material Subsidiaries may engage in any business
other than the principal business if (i) the consolidated assets of all such
other businesses account for less than fifteen percent (15%) of the
consolidated assets of Genlyte Group and its Subsidiaries, calculated on a
consolidated basis in accordance with GAAP, and (ii) the operations of all such
other businesses in the current fiscal year are expected to represent, or in
the most recent fiscal year represented, less than fifteen percent (15%) of the
earnings before interest, taxes, depreciation and amortization generated by
Genlyte Group and its Subsidiaries, calculated on a consolidated basis in
accordance with GAAP.


 


11.2.       Consolidation, Merger,
Acquisitions, Asset Sales, etc. 
The Borrowers will not, and will not permit any Material Subsidiary to,
(1) wind up, liquidate or dissolve their affairs, other than the dissolution of
GTG Nova Scotia and GTG International Acquisitions LP promptly following the
Closing Date, (2) enter into any transaction of merger or consolidation, (3)
make or otherwise effect any Acquisition, (4) sell or otherwise dispose of any
of their property or assets outside the ordinary course of business, other than
the sale of Receivables Facility Assets under a Qualified Receivables
Transaction, or otherwise make or otherwise effect any Asset Sale, or (5) agree
to do any of the foregoing at any future time, except that the following transactions shall
be permitted under this section 11.2:


 


(a)           Certain Intercompany Mergers, etc.  If no Default or Event of Default shall have
occurred and be continuing or would result therefrom,


 


(i)            the merger,
consolidation or amalgamation of any Material Subsidiary of a Borrower with or
into a Borrower, provided
a Borrower is the surviving or continuing or resulting Person;


 


(ii)           the merger,
consolidation or amalgamation of any Material Subsidiary with or into another
Material Subsidiary;


 


(iii)          the merger,
consolidation or amalgamation of any Material Subsidiary of a Borrower that is
not a Guarantor with or into another Material Subsidiary of a Borrower, provided that the
surviving or continuing or resulting Person is a Wholly-Owned Material
Subsidiary that is a Domestic Subsidiary directly owned by a Borrower or a
Guarantor that is a Wholly-Owned Material Subsidiary of a Borrower;


 


(iv)          the merger,
consolidation or amalgamation of any Domestic Facility Guarantor with or into
another Domestic Facility Guarantor;


 


(v)           the merger,
consolidation or amalgamation of any Canadian Facility Guarantor with or into
another Canadian Facility Guarantor;


 


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(vi)          the transfer or other
disposition of any property by any Domestic Facility Guarantor to a Domestic
Facility Borrower or to another Domestic Facility Guarantor; and


 


(vii)         the transfer or other
disposition of any property by any Canadian Facility Guarantor to a Canadian
Facility Borrower or to another Canadian Facility Guarantor.


 


(b)           Acquisitions.  If no Default or Event of Default shall have occurred and be
continuing or would result therefrom, a Borrower or any of its Material
Subsidiaries may make any Acquisition that is a Permitted Acquisition, provided that all of
the conditions contained in the definition of the term Permitted Acquisition
are satisfied.


 


(c)           Permitted Dispositions.  If no Default or Event of Default shall have
occurred and be continuing or would result therefrom, a Borrower or any of its
Subsidiaries may (i) sell any property, land or building (including any related
receivables or other intangible assets) to any person, (ii) sell the entire
capital stock (or other equity interests) and Indebtedness of any Subsidiary,
other than a Material Subsidiary, owned by a Borrower or any other Subsidiary,
other than a Material Subsidiary, to any person, or (iii) permit any
Subsidiary, other than a Material Subsidiary, to be merged or consolidated with
a person which is not an Affiliate of Genlyte Group, or (iv) consummate any
other Asset Sale with a person who is not a Subsidiary of that Borrower; provided that:


 


(A)          the consideration for
such transaction (1) represents fair value (as reasonably determined by
management of Genlyte Group), and (2) does not exceed, when aggregated with the
consideration of any other transaction or transactions of any Borrower or any
of its Subsidiaries during the then current fiscal year permitted under this section
11.2(c), twenty percent (20%) of the Consolidated Net Worth as of the date
of such transaction,


 


(B)           in the case of any such
transaction involving consideration equal to or in excess of $25,000,000, at
least five Business Days prior to the date of completion of such transaction
the Borrowers shall have delivered to the Administrative Agents an officer’s
certificate executed on behalf of the Borrowers by Principal Officers of the
Borrowers, which certificate shall contain (1) a description of the proposed
transaction, the date such transaction is scheduled to be consummated, the
estimated purchase price or other consideration for such transaction, (2) a
certification that no Default or Event of Default has occurred and is
continuing, or would result from consummation of such transaction, and (3)
which shall (if requested by the Administrative Agents) include a certified
copy of the draft or definitive documentation pertaining thereto, and


 


(C)           contemporaneously with
the completion of such transaction the Borrowers prepay their Loans as and to
the extent required by section 7.2 hereof; and


 


106

















 


provided, further, that sales or other
dispositions of inventory in the ordinary course of business or of obsolete or
worn out equipment or fixtures in the ordinary course of business may be
effected without compliance with the above provisions and the amount of any
such sales or other dispositions shall be excluded from any computations under
this section 11.2(c).


 


(d)           Leases. 
The Borrowers or any of their respective Material Subsidiaries may enter
into leases of property or assets not constituting Acquisitions, provided such leases
are not otherwise in violation or could cause a violation of section 11.11
of this Agreement or any other provision of this Agreement.


 


(e)           Capital Expenditures:  The Borrowers and their respective Material
Subsidiaries shall be permitted to make Consolidated Capital Expenditures.


 


(f)            Permitted Investments.  The Borrowers and their respective Material
Subsidiaries shall be permitted to make the investments permitted pursuant to section
11.5.


 


11.3.       Liens.  The Borrowers will not, and will not permit any of the Material
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets of any kind (real or personal, tangible or
intangible) of the Borrowers or any of their respective Material Subsidiaries
whether now owned or hereafter acquired, or sell any such property or assets
subject to an understanding or agreement, contingent or otherwise, to
repurchase such property or assets (including consignment arrangements and
including sales of accounts receivable or notes with or without recourse to the
Borrowers or any of their respective Material Subsidiaries, other than for
purposes of collection of delinquent accounts in the ordinary course of
business) or assign any right to receive income, or file or permit the filing
of any financing statement under the UCC or any other similar notice of Lien
under any similar recording or notice statute, except that the following Liens shall be
permitted under this section 11.3:


 


(a)           Standard Permitted Liens.  The Liens granted to the Administrative
Agents on behalf of the Lenders and the Standard Permitted Liens;


 


(b)           Existing Liens, etc.  Liens (i) in existence on the Effective Date
which are listed, and the Indebtedness secured thereby and the property subject
thereto on the Effective Date described, in Annex IV, or (ii) arising
out of the refinancing, extension, renewal or refunding of any Indebtedness
secured by any such Liens, provided that the principal amount of such Indebtedness
is not increased and such Indebtedness is not secured by any additional assets;


 


(c)           Purchase Money Liens.  Liens which are placed upon fixed or capital
assets, acquired, constructed or improved by a Borrower or any of its Material
Subsidiaries, including, without limitation, Capital Lease obligations, provided that (A)
such Liens secure Indebtedness permitted by section 11.4(c), (B) such
Liens and the Indebtedness secured thereby are incurred prior to or within 20
days after such acquisition or the completion of such construction or
improvement, (C) the Indebtedness secured thereby does not exceed 100% of the
cost of acquiring, constructing or improving such fixed or capital assets; and
(D)


 


107

















 


such Liens shall not apply to any other property or
assets of the Borrowers or any of their respective Material Subsidiaries;


 


(d)           Import Letters of Credit.  Liens securing obligations in respect of
import letters of credit incurred by Genlyte Thomas or Genlyte Group in the ordinary
course of its business;


 


(e)           Banker’s Liens, etc. 
Liens arising solely by virtue of any statutory or common law
provision relating to banker’s liens, rights of set-off or similar rights and
remedies as to deposit accounts or other funds maintained with a creditor
depository institution; provided that (i) such deposit account is not a
dedicated cash collateral account and is not subject to restrictions against
access by the Borrowers or the Subsidiaries, as the case may be, in excess of
those set forth by regulations promulgated by the Board of Governors of the
Federal Reserve System, and (ii) no security interest in such deposit account
(other than any such banker’s liens, rights of set-off or similar rights or
remedies arising at law) is held by the depository institution or any other
Person;


 


(f)            Liens of After-Acquired Subsidiaries.  Liens on the property or assets
of a person that becomes a Material Subsidiary after the date hereof securing
Indebtedness permitted by section 11.5(i), provided that (i) such Liens existed at the
time such person became a Material Subsidiary were incurred in the ordinary
course of business and were not created in anticipation of the Acquisition,
(ii) any such Lien does not by its terms cover any property or assets after the
time such person becomes a Material Subsidiary which were not covered
immediately prior thereto, (iii) such Lien does not by its terms secure any
Indebtedness other than Indebtedness existing immediately prior to the existing
time as such person becomes a Material Subsidiary, and (iv) the aggregate
amount of all Indebtedness secured by all such Liens does not exceed the amount
that is permitted under section 11.4(c); and


 


(g)           Receivables Securitizations.  Liens, if any, on Receivables Facility
Assets resulting from a Qualified Receivables Transaction.


 


11.4.       Indebtedness.  The Borrowers will not, and will not permit
any of the Material Subsidiaries to, contract, create, incur, assume or suffer
to exist any Indebtedness of the Borrowers or any of their respective Material
Subsidiaries, except
that the following shall be permitted under this section 11.4:


 


(a)           Credit Documents:  Indebtedness incurred under this Agreement and the other Credit
Documents;


 


(b)           Existing Indebtedness:  existing Indebtedness; and any refinancing,
extension, renewal or refunding of any such Existing Indebtedness, provided that any
increase in the principal amount thereof shall be included in the aggregate
amount of additional Indebtedness that may be incurred under section 11.4(h)
(irrespective of whether such Indebtedness is secured) and may only be
increased to the extent and by the amount permitted by section 11.4(h);


 


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(c)           Certain Priority Debt:  to the extent not permitted by the foregoing
clauses,


 


(i)            Indebtedness
consisting of obligations under Synthetic Leases of a Borrower and any of its
Material Subsidiaries,


 


(ii)           Indebtedness of the
Borrowers and any of their respective Material Subsidiaries secured by a Lien
referred to in either of section 11.3(c) or 11.3(f), in an
aggregate amount outstanding, as to both such sections together, not to exceed
$10,000,000,


 


(iii)          Indebtedness of the
Borrowers and any of their respective Material Subsidiaries under industrial
revenue or other municipal bonds with an aggregate principal amount outstanding
at any time not to exceed  $25,000,000,


 


(iv)          the obligations of
Genlyte Group and its Subsidiaries (including, without limitation, the
Receivables Facility Subsidiary) under a Qualified Receivables Transaction,
which shall be deemed to include, without limitation, the Indebtedness
evidenced by the Receivables Purchase Note and any other obligations under a
Qualified Receivables Transaction which would be characterized as principal or interest
if such Qualified Receivables Transaction had been structured as a secured
lending transaction rather than a purchase, and


 


(v)           any refinancing,
extension, renewal or refunding of any such Indebtedness, provided that any increase in the principal
amount thereof shall be included in the aggregate amount of additional
Indebtedness that may be incurred under section 11.4(h) (irrespective of
whether such Indebtedness is secured) and may only be increased to the extent
and by the amount permitted by section 11.4(h),


 


provided that at the time of any
incurrence thereof after the date hereof, and after giving effect thereto, the
Borrowers would be in compliance with sections 11.7 and 11.8, and
no Default under section 12.1(a) or Event of Default shall have occurred
and be continuing or would result therefrom;


 


(d)           Intercompany Debt:  unsecured Indebtedness of any of the
Material Subsidiaries to any Borrower or to another Material Subsidiary;


 


(e)           Hedge Agreements:  Indebtedness of the Borrowers and any of their respective
Material Subsidiaries under Hedge Agreements that do not contravene the
requirements of section 10.10;


 


(f)            Guaranty Obligations:  any Guaranty Obligations permitted by section
11.5;


 


(g)           Leases: 
Indebtedness of the Borrowers and any of their respective Material
Subsidiaries in connection with leases that do not contravene the restrictions
of section 11.11; and


 


109

















 


(h)           Additional Unsecured Debt:  additional unsecured Indebtedness of the Borrowers and
any of their respective Material Subsidiaries, with terms and conditions no
more restrictive or burdensome to the Borrowers and any of their respective
Material Subsidiaries than the terms and conditions contained in this Agreement
(provided that a maturity date earlier than the Maturity Date shall not be
construed as more restrictive) the aggregate principal amount outstanding at
any time not in excess of $20,000,000; provided that at the time of incurrence thereof, and
after giving effect thereto, (i) the Borrowers would be in compliance with sections
11.7, and 11.8; and (ii) no Default under section 12.1(a) or
Event of Default shall have occurred and be continuing or would result
therefrom.


 


11.5.       Advances,
Investments, Loans and Guaranty Obligations.  The Borrowers will not, and will not permit
any of the Material Subsidiaries to, (1) lend money or credit or make advances
in the nature of credit to any person, other than trade credit extended in the
ordinary course of business of such Credit Parties, (2) purchase or acquire any
stock, obligations or securities of, or any other interest in, or make any
capital contribution to, or other investment in, any person, (3) create,
acquire or hold any Material Subsidiary, (4) be or become a party to any joint
venture, member of a limited liability company or partner of a partnership, or
(5) be or become obligated under any Guaranty Obligations (other than those
created in favor of the Lenders pursuant to the Credit Documents), except that the
following shall be permitted under this section 11.5:


 


(a)           the Borrowers or any of
their respective Material Subsidiaries may invest in cash and Cash Equivalents;


 


(b)           any endorsement of a
check or other medium of payment for deposit or collection, or any similar
transaction in the normal course of business;


 


(c)           the Borrowers and their
respective Material Subsidiaries may acquire and hold receivables owing to them
in the ordinary course of business and payable or dischargeable in accordance
with customary trade terms (including receivables evidenced by a promissory
note executed after the account debtor in question fails to make payments when
due);


 


(d)           loans and advances to
employees for business-related travel expenses, moving expenses, costs of
replacement homes, business machines or supplies, automobiles and other similar
expenses, in each case incurred in the ordinary course of business and
consistent with past practice;


 


(e)           the existing loans,
advances, investments and guarantees described in Annex V hereto;


 


(f)            investments of the
Borrowers and their respective Material Subsidiaries in Hedge Agreements that
comply with section 10.10;


 


(g)           existing investments in
any Material Subsidiaries shall be permitted, and the creation and holding of
any Wholly-Owned Material Subsidiary and any additional investments in any
current or future Wholly-Owned Material Subsidiary, so long as the


 


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Borrowers comply with section 10.12(b) in
connection with the creation of any such Subsidiary and with section
10.12(a) by causing the Subsidiaries referenced therein to execute and
deliver a Guaranty, or pledge its capital stock to the extent permitted by section
10.12(b);


 


(h)           intercompany loans and
advances permitted by section 11.4(d);


 


(i)            the Acquisitions
permitted by section 11.2; and loans, advances and investments of any
person which are outstanding at the time such person becomes a Material
Subsidiary as a result of an Acquisition permitted by section 11.2 and
were incurred in the ordinary course of business and not created in
contemplation thereof, but not any increase in the amount thereof;


 


(j)            any of the following
in connection with a Qualified Receivables Transaction: (i) Indebtedness of the
Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held
by Genlyte Thomas or certain of its Subsidiaries and (ii) subject to the
limitation set forth in section 11.6(d), any extension of credit or
capital contribution to, or other investment in, the Receivables Facility
Subsidiary made by Genlyte Group (or any Material Subsidiary that is the
immediate parent entity of the Receivables Facility Subsidiary after the
Closing Date);


 


(k)           any unsecured Guaranty
Obligation incurred by a Borrower or any of its Material Subsidiaries with
respect to (i) Indebtedness of a Wholly-Owned Subsidiary which is permitted
under section 11.4 without restriction upon the ability of the Borrowers
or any of their respective Subsidiaries to guarantee the same, or (ii) other
obligations of a Wholly-Owned Subsidiary, including, without limitation,
obligations under Hedge Agreements, which are not prohibited by this Agreement;
and


 


(l)            any other Guaranty
Obligations, loans, advances, investments (whether in the form of cash or
contribution of property, and if in the form of a contribution of property,
such property shall be valued for purposes of this clause at the fair value
thereof as reasonably determined by a Borrower), in or to any corporation,
partnership, limited liability company, joint venture or other business entity,
not otherwise permitted by the foregoing clauses, made after the date hereof, provided that at the
time of making any such loan, advance or investment, no Event of Default or
Default shall have occurred and be continuing, or would result therefrom.


 


11.6.       Restricted Payments.  The Borrowers shall not, and shall not
permit any of the Material Subsidiaries to, declare or make any dividend
payment or other distribution of assets, properties, cash, rights, obligations
or securities on account of any shares of any class of its capital stock or
membership interests, or purchase, redeem or otherwise acquire for value any
shares of any class of its capital stock or its membership interests or any
warrants, rights or options to acquire such capital stock membership interests,
now or hereafter outstanding; except that the following shall be permitted under this section
11.6:


 


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(a)           the declaration and
making of distributions payable solely as capital stock, membership interests
or partnership interests;


 


(b)           the purchase,
redemption or other acquisition of a Credit Party’s capital stock, membership
interests or partnership interests or warrants or options to acquire any such
interests with the proceeds received from the substantially concurrent issue of
new capital stock, membership interests or partnership interests;


 


(c)           the declaration and
making of dividend payments or other cash distributions by any Material
Subsidiary of a Borrower to such Borrower (whether directly or through another
Subsidiary of such Borrower); and


 


(d)           any loan, distribution
or transfer, however characterized, that Genlyte Group (or any Material
Subsidiary that is the immediate parent entity of the Receivables Facility
Subsidiary after the Closing Date) may make to the Receivables Facility
Subsidiary in connection with a Qualified Receivables Transaction; provided
that the aggregate amount of all loans, distributions and other transfers by
Genlyte Group (or such Material Subsidiary that is such immediate parent entity
after the Closing Date) to the Receivables Facility Subsidiary at any time
outstanding shall not exceed the aggregate of (i) the aggregate amount of
loans, distributions and transfers outstanding on the Closing Date and (ii) the
greater of (A) Ten Million Dollars ($10,000,000) and (B) an amount equal to 10%
of the remainder of (I) the outstanding balance at such time of all Receivables
that have been sold by Genlyte Thomas and its Subsidiaries to the Receivables
Facility Subsidiary, minus (II) the sum of the aggregate “Commitments” (as
defined in the Qualified Receivables Purchase Agreement) at such time and the
“Aggregate Reserves” (as defined in the Qualified Receivables Purchase
Agreement) as if such “Commitments” were fully utilized.


 


11.7        Ratio of
Consolidated Total Debt to Consolidated EBITDA.  The Borrowers shall not permit the ratio of
(a) the amount of Consolidated Total Debt as of the end of any Testing Period
(commencing with the Testing Period ending September 30, 2004) to (b)
Consolidated EBITDA for such Testing Period to exceed 3.25 to 1.00.


 


11.8.       Consolidated
Interest Coverage Ratio. 
The Borrowers will not permit the Consolidated Interest Coverage Ratio
as of the end of any Testing Period (commencing with the Testing Period ending
September 30, 2004) to be less than 3.00 to 1.00.


 


11.9.       Transactions
with Affiliates. 
The Borrowers will not, and will not permit any Material Subsidiary that
is a Credit Party to, enter into any transaction or series of transactions with
any Affiliate of any such Person (other than, in the case of (i) a Borrower,
another Borrower or any Wholly-Owned Material Subsidiary that is a Guarantor or
a Pledged Entity, (ii) a Material Subsidiary that is a Guarantor or a Pledged
Entity, a Borrower or another Wholly-Owned Material Subsidiary that is a
Guarantor or a Pledged Entity), other than pursuant to the reasonable
requirements of a Borrower’s, or such Subsidiary’s, as applicable, business and
upon fair and reasonable terms no less favorable to such Borrower or such
Subsidiary than would be obtained in a comparable arm’s-length transaction with
a person other than an Affiliate, except for a Qualified Receivables Transaction and the
transactions described in Annex VI. 
The Borrowers will not permit


 


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any Material Subsidiary that is not a Guarantor or a Pledged Entity to
enter into any transaction or series of transactions with any Affiliate of any
such Person (other than a Borrower or a Wholly-Owned Material Subsidiary of a
Borrower), other than pursuant to the reasonable requirements of such Material
Subsidiary’s business and upon fair and reasonable terms no less favorable to
such Material Subsidiary than would be obtained in a comparable arm’s-length
transaction with a person other than an Affiliate, except for the transactions described in Annex
VI.


 


11.10.     Plan Terminations, Minimum
Funding, etc.


 


(a)           Domestic
Benefit Plan Terminations, Minimum Funding, etc.  The Domestic Facility Borrowers will not, and will not
permit any ERISA Affiliate to, (i) terminate any Plan or Plans so as to result
in an additional net current liability of the Borrowers or any ERISA Affiliate
to the PBGC in excess of, in the aggregate, an amount that reasonably could be
expected to have a Material Adverse Effect, (ii) permit to exist one or more
events or conditions which reasonably present a material risk of the
termination by the PBGC of any Plan or Plans with respect to which the
Borrowers or any ERISA Affiliate would, in the event of such termination, incur
liability to the PBGC in excess of such amount in the aggregate, or (iii) fail
to comply in any material respect with the minimum funding standards of ERISA
and the Code with respect to any Plan.


 


(b)           Canadian
Benefit Plan Terminations, Minimum Funding, etc.  The Canadian Facility Borrowers will not, and will not
permit any of their respective Subsidiaries to, (i) terminate, in whole or in
part, any Employee Plan or Employee Plans so as to result in additional
liabilities or accelerated funding obligations of the Borrowers or their
respective Subsidiaries in respect of such Employee Plan or Employee Plans in
excess of, in the aggregate, an amount that reasonably could be expected to
have a Material Adverse Effect, (ii) permit to exist one or more events or
conditions which reasonably present a material risk of the termination, in
whole or in part, of any Employee Plan or Employee Plans by any applicable
regulator which would result in additional liabilities or accelerated funding
obligations of the Borrowers or their respective Subsidiaries under such
Employee Plan or Employee Plans in excess of, in the aggregate, an amount that
reasonably could be expected to have a Material Adverse Effect, or (iii) fail
to comply in any material respect with the minimum funding requirements for any
Employee Plan imposed under applicable laws or the terms of such Employee Plan.


 


11.11.     Certain Leases.  The Borrowers shall not, and shall permit
any of the Material Subsidiaries to, create or suffer to exist any obligations
for the payment of rent for any property under lease or agreement to lease,
except that the following leases shall be permitted under this section 11.11:


 


(a)           leases of the Borrowers
and their respective Material Subsidiaries in existence on the Closing Date and
any renewal, extension or refinancing thereof;


 


(b)           Operating Leases
entered into by the Borrowers or any of their respective Material Subsidiaries
after the Closing Date in the ordinary course of business; and


 


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(c)           leases entered into by
the Borrowers, or any of their respective Material Subsidiaries after the
Closing Date pursuant to Sale-Leaseback Transactions consistent with past practice.


 


11.12.     Limitation
on Certain Restrictive Agreements; Qualified Receivables Transaction
Documents.


 


(a)           Restrictive Agreements.  The Borrowers will not, and will not permit
any of the Material Subsidiaries to, directly or indirectly, enter into, incur
or permit to exist or become effective, any “negative pledge” covenant or other
similar agreement, restriction or arrangement otherwise named that prohibits,
restricts or imposes any condition upon (a) the ability of a Borrower or any of
its Material Subsidiaries to create, incur or suffer to exist any Lien upon any
of its property or assets as security for Indebtedness, or (b) the ability of a
Borrower or any of Material Subsidiaries to pay dividends or make any other
distributions on its capital stock or any other interest or participation in
its profits owned by a Borrower or any of its Material Subsidiaries, or pay any
Indebtedness owed to a Borrower, or any of its Material Subsidiaries, or to
make loans or advances to a Borrower or any of its Material Subsidiaries, or
transfer any of its property or assets to a Borrower, or any of its Material
Subsidiaries, except
for such restrictions existing under or by reason of (i) applicable law, (ii)
this Agreement and the other Credit Documents, (iii) customary provisions
restricting subletting or assignment of any lease governing a leasehold
interest, (iv) provisions in any agreement or agreements (including, without
limitation, licenses, leases, agreements relating to the purchase or sale of
any property, agreements relating to providing or obtaining any services)
prohibiting or limiting the right to assign or transfer such agreement(s) or
any rights therein, (v) customary provisions restricting the transfer or
further encumbering of assets subject to Liens that are permitted under section
11.3(b) or (c) from the restrictions and prohibitions otherwise
contained in section 11.3, (vi) customary restrictions affecting only a
Material Subsidiary under any agreement or instrument governing any of the
Indebtedness of a Material Subsidiary permitted pursuant to section 11.4,
excluding any restriction on dividends or distributions to its stockholders,
members or other equity holders (vii) restrictions affecting any Foreign
Subsidiary under any agreement or instrument governing any Indebtedness of such
Foreign Subsidiary permitted pursuant to section 11.4, and customary
restrictions contained in “comfort” letters and guarantees of any such
Indebtedness, excluding any restriction on dividends or distributions to its
stockholders, (viii) any Lien permitted by section 11.3, (ix) any
Operating Lease or Capital Lease, insofar as the provisions thereof limit
grants of a security interest in, or other assignments of, the related
leasehold interest to any other person, and (x) pursuant to the Qualified
Receivables Sale Agreement and the Qualified Receivables Purchase Agreement.


 


(b)           Qualified Receivables Transaction Documents.  None of Genlyte Group, Genlyte Thomas or any
of their Subsidiaries shall amend, modify or supplement any terms or provisions
contained in any of the documents evidencing, securing or otherwise governing a
Qualified Receivables Transaction (including, without limitation, the Qualified
Receivables Sale Agreement, the Qualified Receivables Purchase Agreement or any
of the other Transaction Documents), unless (i) Genlyte Group or Genlyte Thomas
shall have delivered to the Administrative Agents and the Lenders the proposed
form of any such amendment,


 


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modification or supplement not less than five (5)
Business Days prior to the proposed effective date thereof (or such lesser
period as the Administrative Agents may approve in writing) and (ii) after
giving effect to such amendment, modification or supplement, the Qualified
Receivables Transaction, as evidenced, secured or otherwise governed by such
documents (including, without limitation, the Qualified Receivables Sale
Agreement, the Qualified Receivables Purchase Agreement and the other
Transaction Documents), as so amended, modified or supplemented, will meet all
of the criteria set forth in clauses (ii) through (x), inclusive, of the
definition of Qualified Receivables Facility Requirements.


 


11.13.     Accounting Changes.  The Borrowers shall not, and
shall not permit any of their respective Material Subsidiaries to, make any
significant change in accounting treatment or reporting practices, except as
required by GAAP.


 


SECTION
12.       EVENTS OF DEFAULT.


 


12.1.       Events of Default.  Any of the following specified events (each
an “Event of Default”)
shall constitute an Event of Default hereunder:


 


(a)           Payments: 
a Borrower shall (i) default in the payment when due of any principal of
the Loans; or (ii) default, and such default shall continue for three or more
days, in the payment when due of any interest on the Loans or any Fees or any
other amounts owing hereunder or under any other Credit Document; or


 


(b)           Representations, etc.:  any representation, warranty or statement
made by the Borrowers or any other Credit Party herein or in any other Credit
Document or in any statement or certificate delivered or required to be
delivered pursuant hereto or thereto shall prove to be untrue in any material
respect on the date as of which made or deemed made; or


 


(c)           Certain Covenants:  a Borrower shall default in the due
performance or observance by it of any term, covenant or agreement contained in
section 10.1(e)(i), or section 11 of this Agreement; or


 


(d)           Other Covenants:  a Borrower shall default in the due performance or observance of
any term, covenant or agreement contained in this Agreement or any other Credit
Document, other than those referred to in section 12.1(a) or (b)
or (c) above, and such default is not remedied within 30 days after the
earlier of (i) an officer of a Borrower obtaining actual knowledge of such
default and (ii) a Borrower receiving written notice of such default from
either Administrative Agent or the Required Lenders (any such notice to be
identified as a “notice of default “ and to refer specifically to this
paragraph); or


 


(e)           Cross Default Under Other Agreements:  a Borrower or any of its Subsidiaries shall
(i) permit the occurrence of an “event of default” (or equivalent event or
condition otherwise named) under a Specified Hedge Agreement or otherwise shall
default in the observance or performance of any agreement or condition under a
Specified Hedge Agreement (and all grace periods, if any, applicable to such
observance, performance or


 


115

















 


condition shall have expired), the effect of which
“event of default” or other default is to cause or to permit the Lender or
Affiliate thereof that is a party to such Specified Hedge Agreement to require
an early termination thereof, (ii) default in any payment with respect to any
Indebtedness (other than the Obligations) in excess, in the aggregate, of
$10,000,000 owed to any Lender or any of their Affiliates, or to any other
person, and such default shall continue after the applicable grace period, if
any, specified in the agreement or instrument relating to such Indebtedness in
excess, in the aggregate, of $10,000,000, or (iii) default in the observance or
performance of any agreement or condition relating to any such Indebtedness in
excess, in the aggregate, of $10,000,000 or contained in any instrument or
agreement evidencing, securing or relating thereto (and all grace periods
applicable to such observance, performance or condition shall have expired), or
any other event shall occur or circumstance shall exist, the effect of which
default or other event or circumstance is to cause, or to permit the holder or
holders of such Indebtedness in excess, in the aggregate, of $10,000,000 (or a
trustee or agent on behalf of such holder or holders) to cause any such Indebtedness
in excess, in the aggregate, of $10,000,000 to become due prior to its stated
maturity; or any such Indebtedness in excess, in the aggregate, of $10,000,000
of a Borrower or any of its Subsidiaries shall be declared to be due and
payable, or shall be required to be prepaid (other than by a regularly
scheduled required prepayment or redemption, prior to the stated maturity
thereof); or


 


(f)            Judgments: 
one or more judgments or decrees shall be entered against a Borrower, or
any of its Subsidiaries involving a liability equal to or more than $25,000,000
in the aggregate for all such judgments and decrees for the Borrowers and their
respective Subsidiaries (excluding any judgment covered by insurance as to
which the carrier has adequate claims paying ability and has not reserved its
rights), and any such judgments or decrees shall not have been vacated,
discharged or stayed or bonded pending appeal within 30 days from the entry
thereof; or


 


(g)           Bankruptcy, etc.:  a Borrower or any of the Material Subsidiaries shall commence a
voluntary case concerning itself under Title 11 of the United States Code
entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto
(the “Bankruptcy Code”)
or an equivalent statute under the laws of Canada or any province thereof; or
an involuntary case is commenced against a Borrower or any of the Material
Subsidiaries and the petition is not controverted within 30 days, or is not
dismissed within 45 days, after commencement of the case; or a custodian (as
defined in the Bankruptcy Code) or equivalent appointee under the laws of
Canada or any province thereof is appointed for, or takes charge of, all or
substantially all of the property of a Borrower or any of the Material
Subsidiaries; or any of the Borrowers or a Material Subsidiary commences
(including by way of applying for or consenting to the appointment of, or the
taking of possession by, a rehabilitator, receiver, custodian, trustee,
conservator or liquidator (collectively, a “conservator”) of itself or all or any
substantial portion of its property) any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency, liquidation, rehabilitation, conservatorship or
similar law of any jurisdiction whether now or hereafter in effect relating to
a Borrower or any of the Material Subsidiaries; or any such proceeding is
commenced against a Borrower or any of the Material Subsidiaries to the extent
such proceeding is consented to by such person or remains undismissed for a


 


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period of 45 days; or a Borrower or any of the
Material Subsidiaries is adjudicated insolvent or bankrupt; or any order of
relief or other order approving any such case or proceeding is entered; or a
Borrower or any of the Material Subsidiaries suffers any appointment of any
conservator or the like for it or any substantial part of its property which
continues undischarged or unstayed for a period of 45 days; or a Borrower or
any of the Material Subsidiaries makes a general assignment for the benefit of
creditors; or any corporate (or similar organizational) action is taken by a
Borrower or any of the Material Subsidiaries for the purpose of effecting any
of the foregoing; or


 


(h)           ERISA: 
(1) any of the events described in clauses (i) through (viii) of section
10.1(f) or clauses (i) through (iv) of section 10.1(g) shall have
occurred; or (2) there shall result from any such event or events the
imposition of a lien, the granting of a security interest, or a liability or a
material risk of incurring a liability; and (3) any such event or events or any
such lien, security interest or liability, individually, and/or in the
aggregate, has had, or could reasonably be expected to have, a Material Adverse
Effect.


 


(i)            Other Credit Documents:  the Pledge Agreements, any Guaranty or any
other Credit Document (once executed and delivered) shall cease for any reason
(other than termination in accordance with its terms or by agreement made
pursuant to the provisions of section 15.12) to be in full force and
effect; or any Credit Party shall default in any material respect in the due
performance and observance of any other obligation under a Credit Document
(other than this Agreement) to which it is a party and such default shall
continue unremedied for a period of at least 30 days (or such other longer cure
period permitted under the applicable Credit Document) after the earlier of (i)
an officer of a Borrower obtaining actual knowledge of such default and (ii)
after notice to Genlyte Group by either Administrative Agent or the Required
Lenders; or any Credit Party shall (or seek to) disaffirm or otherwise limit
its obligations under a Credit Document to which it is a party otherwise than
in strict compliance with the terms thereof.


 


(j)            Change of Control:  there shall have occurred a Change of
Control.


 


(k)           Qualified Receivables Transaction:  there shall occur an “Amortization Event”
(as defined in the Qualified Receivables Purchase Agreement).


 


12.2.       Acceleration, etc.  Upon the occurrence of any Event of Default,
the Administrative Agents shall, upon the written request of the Required
Lenders, by written notice to the Borrowers, take any or all of the following
actions, without prejudice to the rights of any of the Administrative Agents,
for itself or as collateral agent or otherwise, or any Lender to enforce its
claims against the Borrowers or any other Credit Party (provided that, if an Event of Default
specified in section 12.1(g) shall occur, the result which would occur
upon the giving of written notice by the Administrative Agents as specified in
clauses (i), (ii) and (iii) below shall occur automatically without the giving
of any such notice):  (i) declare the Total
Commitment and the obligation to issue Letters of Credit terminated, whereupon
the Commitment and any such obligation of each Lender shall forthwith terminate
immediately without any other notice of any kind; (ii) declare the principal of
and any accrued interest in respect of all Loans, and all other Obligations
owing hereunder and under the other Credit Documents to be, whereupon the same
shall become, forthwith due and


 


117

















 


payable without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrowers; (iii)  require the
Borrowers to, and the Borrowers shall thereupon, deposit in a non-interest
bearing account with the Administrative Agents, as cash collateral for their
Obligations under the Credit Documents, an amount equal to the maximum amount
currently or at any time thereafter available to be drawn on all outstanding
Letters of Credit, and the Borrowers hereby pledge to the Administrative Agents
and the Lenders and grant to the Administrative Agents and the Lenders a
security interest in, all such cash as security for such Obligations; and/or
(iv) require the Borrowers to, and the Borrowers shall thereupon cause to be
issued one or more irrevocable letters of credit to the Administrative Agents, as
collateral for their Obligations under the Credit Documents, on terms, and from
financial institutions, reasonably acceptable to the Administrative Agents in
an aggregate stated amount equal to the maximum amount currently or at any time
thereafter available to be drawn on all outstanding Letters of Credit, and the
Borrowers hereby pledge to the Administrative Agents and the Lenders and grant
to the Administrative Agents and the Lenders a security interest in, the
proceeds payable under such letters of credit as security for such
Obligations.  Upon the curing of all
existing Events of Default to the satisfaction of the Required Lenders, the
Administrative Agents shall return such cash collateral to Genlyte Group.


 


12.3.       Application
of Liquidation Proceeds. 
All monies received by the Administrative Agents or any Lender from the
exercise of remedies hereunder or under the other Credit Documents or under any
other documents relating to this Agreement shall, unless otherwise required by
the terms of the other Credit Documents or by applicable law, be applied as
follows:


 


(1)           first, to the payment of all expenses (to the extent not
paid by the Borrowers) incurred by the Administrative Agents and the Lenders in
connection with the exercise of such remedies, including, without limitation,
all reasonable costs and expenses of collection, attorneys’ fees, court costs
and any foreclosure expenses;


 


(2)           second, to the payment pro rata of interest then accrued on the
outstanding Loans;


 


(3)           third, to the payment pro rata of any fees then accrued and payable
to the Administrative Agents or any Lender under this Agreement;


 


(4)           fourth, to the payment pro rata of the principal balance then owing
on the outstanding Loans, the Unpaid Drawings and the Specified Hedge Agreements;


 


(5)           fifth, to the payment pro rata of all other amounts owed by the
Borrowers to the Administrative Agents or any Lender under this Agreement or
any other Credit Document (including, without limitation, a deposit with any
Letter of Credit Issuer in the aggregate amount of the Stated Amounts of all
Letters of Credit Outstanding);


 


(6)           sixth, to the payment pro rata of all other amounts owed by the
Borrowers to the Administrative Agents or any Lender or any Affiliate of any of
the foregoing under any other agreement, instrument or document, so long as
such Administrative Agent is provided with a true and correct copy thereof and
such person timely certifies to such Administrative Agent the amount or amounts
due and owing thereunder; and


 


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(7)           finally, any remaining surplus after all of the
Obligations and obligations described in clause (6) above have been paid in
full, to Genlyte Group (as agent for itself and the Subsidiaries as their
interests may appear) or to whomsoever shall be lawfully entitled thereto.


 


For the purpose of determining pro rata shares under clause (4) of this section 12.3,
all Obligations in respect of Specified Hedge Agreements
will be deemed to have an outstanding principal amount equal to the amount that
would be payable (or would permit the Lender or Lender Affiliate counterparty
thereto to cause to become payable) by, as the case may be, Genlyte Group or
its Material Subsidiary that is party thereto (after giving effect to any netting
agreement) upon the occurrence of any default or other termination thereunder
(after notice and opportunity to cure to the extent, if any, provided for in
such Specified Hedge Agreement).


 


SECTION
13.       THE ADMINISTRATIVE AGENTS.


 


13.1.       Appointment.  Each Lender hereby irrevocably designates
and appoints NCB as the Domestic Administrative Agent and Bank One Canada as
the Canadian Administrative Agent to act as specified herein and in the other
Credit Documents, and each such Lender hereby irrevocably authorizes each of
NCB and Bank One Canada as the Administrative Agents for such Lender and as
collateral agents under the Pledge Agreements, to take such action on its
behalf under the provisions of this Agreement and the other Credit Documents
and to exercise such powers and perform such duties as are expressly delegated
to such Administrative Agents by the terms of this Agreement and the other
Credit Documents, together with such other powers as are reasonably incidental
thereto.  The Administrative Agents
agree to act as such upon the express conditions contained in this section
13.  Notwithstanding any provision
to the contrary elsewhere in this Agreement, the Administrative Agents shall
not have any duties or responsibilities, except those expressly set forth
herein or in the other Credit Documents, nor any fiduciary relationship with
any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or otherwise exist
against the Administrative Agents.  The
provisions of this section 13 are solely for the benefit of the
Administrative Agents, and the Lenders, and the Borrowers and their respective
Subsidiaries shall not have any rights as a third party beneficiary of any of
the provisions hereof.  In performing
its functions and duties under this Agreement, the Administrative Agents shall
act solely as agents of the Lenders and do not assume and shall not be deemed
to have assumed any obligation or relationship of agency or trust with or for
the Borrowers or any of their respective Subsidiaries.


 


13.2.       Delegation of Duties.  Each Administrative Agent may execute any of
its duties under this Agreement or any other Credit Document by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agents
shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care except to the extent otherwise
required by section 13.3.


 


13.3.       Exculpatory
Provisions. 
Neither of the Administrative Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates shall
be (i) liable for any action lawfully taken or omitted to be taken by it or
such person under or in connection with this Agreement (except for its or such
person’s own gross negligence or willful misconduct) or (ii)


 


119

















 


responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by the Genlyte Group, or any of
the Subsidiaries, or any of their respective officers contained in this
Agreement, any other Credit Document or in any certificate, report, statement
or other document referred to or provided for in, or received by either
Administrative Agent under or in connection with, this Agreement or any other
Credit Document or for any failure of the Borrowers or any of their respective
Subsidiaries, or any of their respective officers to perform its obligations
hereunder or thereunder.  Neither of the
Administrative Agents shall be under any obligation to any Lender to ascertain
or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement, or to inspect the properties,
books or records of the Borrowers or any of their respective Subsidiaries.  Neither of the Administrative Agents shall
be responsible to any Lender for the effectiveness, genuineness, validity,
enforceability, collectibility or sufficiency of this Agreement or any Credit
Document or for any representations, warranties, recitals or statements made
herein or therein or made in any written or oral statement or in any financial
or other statements, instruments, reports, certificates or any other documents
in connection herewith or therewith furnished or made by the Administrative
Agents to the Lenders or by or on behalf of the Borrowers or any of their
respective Subsidiaries to the Administrative Agents or any Lender or be
required to ascertain or inquire as to the performance or observance of any of
the terms, conditions, provisions, covenants or agreements contained herein or
therein or as to the use of the proceeds of the Loans or of the existence or
possible existence of any Default or Event of Default.


 


13.4.       Reliance by
Administrative Agents. 
Each of the Administrative Agents shall be entitled to rely, and shall
be fully protected in relying, upon any note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, facsimile transmission,
telex or teletype message, statement, order or other document or conversation
believed by it, in good faith, to be genuine and correct and to have been
signed, sent or made by the proper person or persons and upon advice and
statements of legal counsel (including, without limitation, counsel to the
Borrowers or any of their respective Subsidiaries), independent accountants and
other experts selected by either Administrative Agent.  Each of the Administrative Agents shall be
fully justified in failing or refusing to take any action under this Agreement
or any other Credit Document unless it shall first receive such advice or
concurrence of the Required Lenders as it deems appropriate or it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action.  The Administrative
Agents shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement and the other Credit Documents in accordance with
a request of the Required Lenders (or all of the Lenders, as to any matter
which, pursuant to section 15.12, can only be effectuated with the
consent of all Lenders), and such request and any action taken or failure to
act pursuant thereto shall be binding upon all the Lenders.


 


13.5.       Notice of Default.  The Administrative Agents shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Administrative Agents have received notice from a
Lender or the Borrowers referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a “notice of default”.  In the event that an Administrative Agent
receives such a notice, the Administrative Agent shall give prompt notice
thereof to the Lenders.  The
Administrative Agents shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Lenders, provided that unless
and until the Administrative Agents shall have received such


 


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directions, the Administrative Agents may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such
Default or Event of Default as they shall deem advisable and in the best
interests of the Lenders.


 


13.6.       Non-Reliance.  Each Lender expressly acknowledges that
neither of the Administrative Agents nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or Affiliates have made any
representations or warranties to it and that no act by the Administrative
Agents hereinafter taken, including any review of the affairs of the Borrowers
or any of their respective Subsidiaries, shall be deemed to constitute any
representation or warranty by the Administrative Agents to any Lender.  Each Lender represents to the Administrative
Agents that it has, independently and without reliance upon either
Administrative Agent, or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, assets, operations, property, financial and
other conditions, prospects and creditworthiness of the Borrowers and their
respective Subsidiaries and made its own decision to make its Loans hereunder
and enter into this Agreement.  Each
Lender also represents that it will, independently and without reliance upon
either Administrative Agent, or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement, and to make such investigation as it deems necessary to
inform itself as to the business, assets, operations, property, financial and
other conditions, prospects and creditworthiness of the Borrowers and their
respective Subsidiaries.  No
Administrative Agent shall have any duty or responsibility to provide any
Lender with any credit or other information concerning the business,
operations, assets, property, financial and other conditions, prospects or
creditworthiness of the Borrowers or any of their respective Subsidiaries which
may come into its possession or its respective officers, directors, employees,
agents, attorneys-in-fact or Affiliates.


 


13.7.       Indemnification.  The Lenders agree to indemnify each
Administrative Agent in its capacity as such ratably according to their
respective Domestic Revolving Loans, Unutilized Domestic Revolving Commitments,
Canadian Revolving Loans, Unutilized Canadian Revolving Commitments and
Domestic Term Loans, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, reasonable
expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of the
Obligations) be imposed on, incurred by or asserted against such Administrative
Agent in its capacity as such in any way relating to or arising out of this
Agreement or any other Credit Document, or any documents contemplated by or
referred to herein or the transactions contemplated hereby or any action taken
or omitted to be taken by such Administrative Agent under or in connection with
any of the foregoing, but only to the extent that any of the foregoing is not
paid by the Borrowers, provided that no Lender shall be liable to either
Administrative Agent for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements to the extent resulting solely from such
Administrative Agent’s gross negligence or willful misconduct.  If any indemnity furnished to an
Administrative Agent for any purpose shall, in the opinion of such
Administrative Agent, be insufficient or become impaired, such Administrative
Agent may call for additional indemnity and cease, or not commence, to do the
acts indemnified against until such additional indemnity is furnished.  The agreements in this section 13.7
shall survive the payment of all Obligations.


 


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13.8.       The Administrative
Agents in Individual Capacity. 
Each Administrative Agent and its respective Affiliates may make loans
to, accept deposits from and generally engage in any kind of business with
Genlyte Group and the Subsidiaries and their Affiliates as though not acting as
an Administrative Agent hereunder or as a collateral agent under the Pledge
Agreements.  With respect to the Loans
made by it and all Obligations owing to it, each Administrative Agent shall
have the same rights and powers under this Agreement as any Lender and may
exercise the same as though it were not an Administrative Agent, and the terms
“Lender” and “Lenders” shall include such Administrative Agent in its
individual capacity.


 


13.9.       Successor
Administrative Agent. 
Each Administrative Agent may resign as an Administrative Agent and as a
collateral agent under the Pledge Agreements, upon not less than 20 Business
Days’ notice to the Lenders and the Borrowers. 
Each Administrative Agent may be removed as an Administrative Agent for
cause upon not less than 20 Business Days’ notice to such Administrative Agent
and the Borrowers from the Required Lenders. The Required Lenders shall appoint
from among the Lenders a successor Administrative Agent for the Lenders for any
resigning or removed Administrative Agent, subject to prior approval by the
Borrowers if no Default under section 12.1(a) or Event of Default has
occurred and is continuing (such approval not to be unreasonably withheld or
delayed), whereupon such successor agent shall succeed to the rights, powers
and duties of the resigning or removed Administrative Agent, and the term
“Administrative Agents” and “Domestic Administrative Agent” or “Canadian
Administrative Agent”, as the case may be, shall include such successor agent
effective upon its appointment, and the resigning or removed Administrative
Agent’s rights, powers and duties as an Administrative Agent shall be
terminated, without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement.  After the resigning or removed
Administrative Agent’s resignation or removal hereunder as an Administrative
Agent, the provisions of this section 13 shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was an
Administrative Agent under this Agreement.


 


13.10.     Other Agents.  Any Lender identified herein as a Co-Agent,
Co-Lead Arranger, Syndication Agent, Co-Documentation Agent, Managing Agent,
Manager or any other corresponding title, other than “Administrative Agent”,
“Domestic Administrative Agent” or “Canadian Administrative Agent” shall have
no right, power, obligation, liability, responsibility or duty under this
Agreement or any other Credit Document except those applicable to all Lenders
as such. Each Lender acknowledges that it has not relied, and will not rely, on
any Lender so identified in deciding to enter into this Agreement or in taking
or not taking any action hereunder.


 


SECTION
14.  GUARANTY BY GENLYTE GROUP.


 


14.1.       Guaranty of
Subsidiary Borrowings. 
Without limiting in any respect the obligations and liabilities of
Genlyte Group under and pursuant to the Guaranty executed and delivered
pursuant to section 8.1(l), Genlyte Group hereby unconditionally
guarantees, for the benefit of each Administrative Agent, each Letter of Credit
Issuer and each Lender or any of its Affiliates which extends credit to any
other Borrower or any Subsidiary hereunder or under a Specified Hedge Agreement
or incurs expenses or liability hereunder or under a Specified Hedge Agreement,
the full and punctual payment of all amounts at any time owed of every type or
description, whether direct or indirect, contingent or absolute, by any such
other Borrower or


 


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Subsidiary in respect of any such extension or extensions of credit or
expenses or liability (collectively, the “Guaranteed Obligations”).  Upon failure by any other Borrower or Guarantor to pay punctually
any such amount, Genlyte Group shall forthwith on demand by the Administrative
Agents (for their own account or acting on instructions from any affected
Lender, on its own behalf or on behalf of any of its Affiliates) pay the amount
not so paid at the place and in the currency and otherwise in the manner specified
in this Agreement (including, without limitation, section 7.4) or any
other applicable agreement or instrument.


 


14.2.       Additional
Undertaking.  As a
separate, additional and continuing obligation, Genlyte Group unconditionally
and irrevocably undertakes and agrees, for the benefit of the Administrative
Agents, the Letter of Credit Issuers and the Lenders and their Affiliates
referred to in section 14.1, that, should any amounts described in section
14.1 not be recoverable from Genlyte Group under section 14.1 for
any reason whatsoever (including, without limitation, by reason of any
provision of any Credit Document or Specified Hedge Agreement or any other
agreement or instrument executed in connection therewith being or becoming
void, unenforceable, or otherwise invalid under any applicable law) then,
notwithstanding any notice or knowledge thereof by any Lender, either
Administrative Agent, any of their respective Affiliates, or any other Person,
at any time, Genlyte Group as sole, original and independent obligor, upon
demand by the Administrative Agents (acting on instructions from any affected
Lender, on its own behalf or on behalf of any of its Affiliates), will make
payment to the Administrative Agents, for the account of the affected
Administrative Agents, Letter of Credit Issuers or Lenders (or any such
Affiliate), of all such obligations not so recoverable by way of full
indemnity, in such currency and otherwise in such manner as is provided in any
applicable agreement or instrument.


 


14.3.       Guaranty
Unconditional, etc. 
The obligations of Genlyte Group under this section shall be
unconditional and absolute and, without limiting the generality of the
foregoing, except in the case of payment in full of all Obligations, shall not
be released, discharged or otherwise affected by the occurrence, one or more
times, of any of the following:


 


(a)           any extension, renewal,
settlement, compromise, waiver or release in respect to any Guaranteed
Obligation of any other Borrower under any agreement or instrument, by
operation of law or otherwise;


 


(b)           any modification or
amendment of or supplement to this Agreement, any Note, any other Credit
Document, or any agreement or instrument evidencing or relating to any
Guaranteed Obligation;


 


(c)           any release,
non-perfection or invalidity of any direct or indirect security for any
Guaranteed Obligation of any other Borrower or Subsidiary under any agreement
or instrument evidencing or relating to any Guaranteed Obligation;


 


(d)           any change in the
corporate existence, structure or ownership of any other Borrower or any
insolvency, bankruptcy, reorganization or other similar proceeding affecting
any other Borrower or its assets or any resulting release or discharge of any
obligation of any other Borrower contained in any agreement or instrument
evidencing or relating to any Guaranteed Obligation;


 


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(e)           the existence of any
claim, set-off or other rights which Genlyte Group may have at any time against
any other Borrower or Guarantor, either Administrative Agent, any Letter of
Credit Issuer, any Lender, any Affiliate of any Lender or any other Person,
whether in connection herewith or any unrelated transactions;


 


(f)            any invalidity or
unenforceability relating to or against any other Borrower or Guarantor for any
reason of any agreement or instrument evidencing or relating to any Guaranteed
Obligation, or any provision of applicable law or regulation purporting to
prohibit the payment by any other Borrower or Guarantor of any Guaranteed
Obligation; or


 


(g)           any other act or
omission to act or delay of any kind by any other Borrower or Guarantor, either
Administrative Agent, any Lender, any of their Affiliates, or any other Person,
or any other circumstance whatsoever, which might, but for the provisions of
this section, constitute a legal or equitable discharge of Genlyte Group’s
obligations under this section.


 


14.4.       Genlyte
Group Obligations to Remain in Effect; Restoration.  Genlyte Group’s obligations under this section
14 shall remain in full force and effect until the Commitments shall have
terminated, and the principal of and interest on the Notes and other Guaranteed
Obligations, and all other amounts payable by Genlyte Group or any other
Borrower or Guarantor under the Credit Documents or any other agreement or
instrument evidencing or relating to any of the Guaranteed Obligations, shall
have been paid in full and all Letters of Credit have been terminated or have
expired. If at any time any payment of any of the Guaranteed Obligations of any
other Borrower or Guarantor in respect of any Guaranteed Obligations is
rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of such other Borrower or Guarantor, Genlyte
Group’s obligations under this section with respect to such payment shall be
reinstated at such time as though such payment had been due but not made at
such time.


 


14.5.       Waiver of Acceptance, etc.  Genlyte Group irrevocably waives acceptance
hereof, presentment, demand, protest and any notice not provided for herein, as
well as any requirement that at any time any action be taken by any Person
against any other Borrower, Guarantor or any other Person, or against any
collateral or guaranty of any other Person.


 


14.6.       Subrogation.  Until the indefeasible payment in full of
all of the Obligations and any other Guaranteed Obligations and the termination
of the Commitments of the Lenders hereunder, and the termination or expiration
of any Letters of Credit, Genlyte Group shall have no rights, by operation of
law or otherwise, upon making any payment under this section to be subrogated
to the rights of the payee against any other Borrower or Guarantor with respect
to such payment or otherwise to be reimbursed, indemnified or exonerated by any
other Borrower or Guarantor in respect thereof.


 


14.7.       Effect of Stay.  In the event that acceleration of the time
for payment of any amount payable by any other Borrower or Guarantor under any
Guaranteed Obligation is stayed upon insolvency, bankruptcy or reorganization
of such other Borrower or Guarantor, all such amounts otherwise subject to
acceleration under the terms of any applicable agreement or instrument


 


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evidencing or relating to any Guaranteed Obligation shall nonetheless
be payable by Genlyte Group under this section forthwith on demand by the
Administrative Agents.


 


SECTION
15.       MISCELLANEOUS.


 


15.1.       Payment of Expenses etc.  (a) Whether or not the transactions
contemplated hereby are consummated, the Borrowers agree to pay (or reimburse
the Administrative Agents and the Co-Lead Arrangers for) all reasonable
out-of-pocket costs and expenses of the Administrative Agents and the Co-Lead
Arrangers in connection with the negotiation, preparation, execution and
delivery of the Credit Documents and the documents and instruments referred to
therein, including, without limitation, the reasonable fees and disbursements
of Squire, Sanders & Dempsey L.L.P. and any other special counsel to the Administrative
Agents.


 


(b)           The
Borrowers agree to pay (or reimburse the Administrative Agents and the Co-Lead
Arrangers for) all reasonable out-of-pocket costs and expenses of the
Administrative Agents and the Co-Lead Arrangers in connection with any amendment,
waiver or consent relating to any of the Credit Documents which is requested by
the Borrowers, including, without limitation, the reasonable fees and
disbursements of Squire, Sanders & Dempsey L.L.P. and any other special
counsel to the Administrative Agents.


 


(c)           The
Borrowers agree to pay (or reimburse the Administrative Agents, the Lenders and
their Affiliates for) all reasonable out-of-pocket costs and expenses of the
Administrative Agents and, upon and during the continuance of a Default or an
Event of Default, the Lenders, in each case in connection with the enforcement
against the Borrowers of any of the Credit Documents or the other documents and
instruments referred to therein, including, without limitation, (i) the
reasonable fees and disbursements of Squire, Sanders & Dempsey L.L.P. and
any other special counsel to the Administrative Agents, and (ii) the reasonable
fees and disbursements of any individual counsel to any Lender (including
allocated costs of internal counsel).


 


(d)           The
Borrowers agree to pay and hold the Administrative Agents and each of the
Lenders harmless from and against any and all present and future stamp and
other similar taxes with respect to the foregoing matters and save the
Administrative Agents and each of the Lenders harmless from and against any and
all liabilities with respect to or resulting from any delay or omission (other
than to the extent attributable to any such indemnified person) to pay such
taxes.


 


(e)           The
Borrowers agree to indemnify each Administrative Agent, each Co-Lead Arranger,
each Co-Documentation Agent, each Lender, and their respective officers,
directors, trustees, employees, representatives, agents and Affiliates, and the
successors and assigns of any of the foregoing (collectively, the “Indemnities”) from
and hold each of them harmless against any and all losses, liabilities, claims,
damages or expenses reasonably incurred by any of them as a result of, or
arising out of, or in any way related to, or by reason of


 


(i)            any investigation,
litigation or other proceeding (whether or not either Administrative Agent,
either Co-Lead Arranger, either Co-Documentation Agent or any Lender is a party
thereto) related to the entering into and/or performance of any Credit Document
or the use of the proceeds of any Loans hereunder or the consummation of any


 


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transactions contemplated in any Credit Document,
other than any such investigation, litigation or proceeding arising out of
transactions solely between any of the Lenders, either of the Co-Lead
Arrangers, either of the Co-Documentation Agents or either of the
Administrative Agents, transactions solely involving the assignment by a Lender
of all or a portion of its Loans and Commitments, or the granting of
participations therein, as provided in this Agreement, or arising solely out of
any examination of a Lender by any regulatory or other governmental authority
having jurisdiction over it, or


 


(ii)           the actual or alleged
presence of Hazardous Materials in the air, surface water or groundwater or on
the surface or subsurface of any Real Property owned, leased or at any time
operated by the Borrowers or any of their past or then current Subsidiaries or
Affiliates or any of their predecessors in interest, the release, generation,
storage, transportation, handling or disposal of Hazardous Materials at any
location, whether or not owned or operated by the Borrowers or any of their
past or current Subsidiaries or any of their respective Affiliates or any of
their predecessors in interest, if the Borrowers or any such Subsidiary or
Affiliate could have or is alleged to have any responsibility in respect
thereof, the non-compliance of any such Real Property with foreign, federal,
state and local laws, regulations and ordinances (including applicable permits
thereunder) applicable thereto, or any Environmental Claim asserted against the
Borrowers or any of their Subsidiaries or any of their respective Affiliates,
in respect of any such Real Property,


 


including, in each case, without limitation, the reasonable documented
fees and disbursements of counsel incurred in connection with any such
investigation, litigation or other proceeding (but excluding any such losses,
liabilities, claims, damages or expenses to the extent incurred by reason of
the gross negligence or willful misconduct of the person to be indemnified or
of any other indemnitee who is such person or an Affiliate of such person). To
the extent that the undertaking to indemnify, pay or hold harmless any person
set forth in the preceding sentence may be unenforceable because it is
violative of any law or public policy, the Borrowers shall make the maximum
contribution to the payment and satisfaction of each of the indemnified
liabilities which is permissible under applicable law.


 


15.2.       Right of Setoff.  In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of an Event of
Default, each Lender and each of its Affiliates is hereby authorized at any
time or from time to time, without presentment, demand, protest or other notice
of any kind to the Borrowers or to any other person, any such notice being
hereby expressly waived, to set off and to appropriate and apply any and all
deposits (general or special) and any other Indebtedness at any time held or
owing by such Lender or Affiliate (including, without limitation, by branches
and agencies of such Lender or Affiliate wherever located) to or for the credit
or the account of the Borrowers against and on account of the Obligations and
liabilities of the Borrowers to such Lender under this Agreement or under any
of the other Credit Documents or Specified Hedge Agreements, including, without
limitation, all interests in Obligations of the Borrowers purchased by such
Lender pursuant to section 15.4(c), and all other claims of any nature
or description arising out of or connected with this Agreement or any other
Credit Document or Specified Hedge Agreement, irrespective of whether or not
such Lender shall have made any demand hereunder and although said Obligations,
liabilities or claims, or any of them, shall be contingent or unmatured.


 


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15.3.       Notices.  Except as otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be in
writing (including telegraphic, telex, facsimile transmission, e-mail
transmission or cable communication) and mailed, telegraphed, telexed,
transmitted, cabled or delivered, if to the Borrowers, at 10350 Ormsby Park
Place, Suite 601, Louisville, Kentucky 40223 (telecopy, 502.420.9540),
Attention: Treasurer (the Borrowers acknowledge and agree that any notice to
the Borrowers provided for or required herein shall be sufficient as notice to
all of the Borrowers if sent to the foregoing address); if to any Lender at its
address specified for such Lender in Annex I hereto; if to the Domestic
Administrative Agent or the Canadian Administrative, at its Notice Office; or
at such other address as shall be designated by any party in a written notice
to the other parties hereto. All such notices and communications shall be
mailed, telegraphed, telexed, telecopied, transmitted or cabled or sent by
overnight courier, and shall be effective when received.


 


15.4.       Benefit of Agreement.  (a)  Successors and Assigns Generally.  This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective successors and assigns, provided that the Borrowers may not assign or transfer
any of their rights or obligations hereunder without the prior written consent
of all the Lenders (other than any Defaulting Lender), and, provided, further,
that any assignment by a Lender of its rights and obligations hereunder shall
be effected in accordance with section 15.4(c).


 


(b)           Participations.  Notwithstanding the foregoing, with the
prior written consent of Genlyte Group (unless a Default or an Event of Default
exists, in which case no consent of Genlyte Group shall be required, unless following
such participation permitted under this section 15.4(b), a Borrower
would incur additional costs, withholding obligations or other reimbursement
obligations under section 2.10 that are not then being paid or performed
in respect of the participating Lender and such Borrower has not otherwise
exercised its right to replace such participant under section 7.4(b), in
which case Genlyte Group will have a right to consent to such participation in
accordance with this paragraph) and the Administrative Agents (which consents
shall not be unreasonably withheld) each Lender may at any time grant
participations in any of its rights hereunder or under any of the Notes to any
person, provided,
however, a reasonable
basis to withhold such consent includes any increased costs to a Borrower under
section 2.10 or otherwise from those being charged by the respective
granting Lender prior to granting such participation, and provided  further that in the case of any such participation,


 


(i)            the participant shall
not have any rights under this Agreement or any of the other Credit Documents,
including rights of consent, approval or waiver (the participant’s rights
against such Lender in respect of such participation to be those set forth in
the agreement executed by such Lender in favor of the participant relating
thereto),


 


(ii)           such Lender’s
obligations under this Agreement (including, without limitation, its Commitment
hereunder) shall remain unchanged,


 


(iii)          such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations,


 


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(iv)          such Lender shall remain
the holder of any Note for all purposes of this Agreement, and


 


(v)           the Borrowers, the
Administrative Agents, and the other Lenders shall continue to deal solely and
directly with the selling Lender in connection with such Lender’s rights and
obligations under this Agreement, and all amounts payable by the Borrowers
hereunder shall be determined as if such Lender had not sold such
participation, except that the participant shall be entitled to the benefits of
sections 2.10 and 2.11  of
this Agreement to the extent that such Lender would be entitled to such
benefits if the participation had not been entered into or sold,


 


and, provided further,
that no Lender shall transfer, grant or sell any participation under which the
participant shall have rights to approve any amendment to or waiver of this
Agreement or any other Credit Document except to the extent such amendment or
waiver would (x) extend any interim or final date on or by which any Loan in
which such participant is participating may be incurred, or on which any such
Loan or Unpaid Drawing is scheduled to be repaid, prepaid or mature, extend the
expiration date of any Letter of Credit in which such participant is
participating beyond the Maturity Date, or extend any interim or final date on
which any Commitment in which such participant is participating is scheduled to
expire or terminate, or reduce the rate or extend the time of payment of
interest or Fees thereon (except in connection with a waiver of the
applicability of any post-default increase in interest rates), or reduce the
principal amount thereof, or increase such participant’s participating interest
in any Commitment over the amount thereof then in effect (it being understood
that a waiver of any Default or Event of Default shall not constitute a change
in the terms of any such Commitment), or release of all or a substantial
portion of the collateral pledged under any of the Pledge Agreements or release
of a Borrower from any obligations hereunder or any Guarantor from its
Guaranty, or (y) consent to the assignment or transfer by a Borrower of any of
its rights and obligations under this Agreement.


 


(c)           Assignments
by Lenders.  Notwithstanding
the foregoing, (x) any Lender may assign all or a fixed portion of its Loans
and/or Commitment, and its rights and obligations hereunder, to another Lender
that is not a Defaulting Lender, or to an Affiliate of any Lender (including
itself) which is not a Defaulting Lender and which is a commercial bank,
financial institution or other “accredited investor” (as defined in SEC
Regulation D), and (y) any Lender may assign all, or if less than all, a fixed
portion, equal to at least $2,000,000 (with respect to Domestic Revolving
Loans, Domestic Revolving Commitments or Domestic Term Loans) or CDN$2,000,000
(with respect to Canadian Revolving Loans or Canadian Revolving Commitments),
as the case may be, in the aggregate for the assigning Lender or assigning
Lenders, of its Loans and/or Commitment and its rights and obligations
hereunder, to one or more Eligible Transferees, each of which assignees shall
become a party to this Agreement as a Lender by execution of an Assignment and
Assumption Agreement, provided that


 


(i)            in the case of any
assignment of a portion of (1) any Domestic Revolving Loans and/or Domestic
Revolving Commitment of a Domestic Revolving Facility Lender, such Lender shall
retain a minimum fixed portion of all Domestic Revolving Loans and Domestic
Revolving Commitments equal to at least $2,000,000, (2) any Domestic Term Loan,
such Lender shall retain a minimum fixed portion equal to at least $2,000,000,
and (3)


 


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any Canadian Revolving Loans and/or Canadian Revolving
Commitment of a Canadian Facility Lender, such Lender shall retain a minimum
fixed portion of all Canadian Revolving Loans and Canadian Revolving
Commitments equal to at least CDN$2,000,000,


 


(ii)           the Swing Line Lender
may only assign its Swing Line Revolving Commitment and its Swing Line
Revolving Loans as an entirety and only if the assignee thereof is or becomes a
Domestic Revolving Facility Lender,


 


(iii)          at the time of any such
assignment the Lender Register shall be deemed modified to reflect the
Commitments of such new Lender and of the existing Lenders,


 


(iv)          upon surrender of the
old Notes, new Notes will be issued to such new Lender and to the assigning
Lender, such new Notes to be in conformity with the requirements of section
2.5 (with appropriate modifications) to the extent needed to reflect the
revised Commitments,


 


(v)           in the case of clause
(y) only, the consent of the Administrative Agents and Genlyte Group shall be
required in connection with any such assignment (which consent shall not be
unreasonably withheld or delayed; provided, however, a reasonable basis to withhold such consent
includes any increased costs, withholdings or financial burden to a Borrower
under any one or more of section 2.10, section 3.5, section
4.5 and section 7.4(a) or otherwise from those being charged by the
respective assigning Lender prior to such assignment; and provided further, however, that no such consent of Genlyte
Group shall be required if any Default under section 12.1(a) or an Event
of Default shall have occurred and be continuing), unless following such transfer to an
Eligible Transferee permitted under this section 15.4(c), a Borrower
would incur additional costs, withholding obligations or other reimbursement
obligations under any one or more of section 2.10, section 3.5, section
4.5 and section 7.4(a) that are not then being paid or performed in
respect of the transferring Lender and such Borrower has not otherwise
exercised its right to replace such Eligible Transferee under section 7.4(b),
in which case Genlyte Group will have a right to consent to such transfer in
accordance with this paragraph,


 


(vi)          in the case of an assignment
by a Canadian Facility Lender, the assignee is not a non-resident of Canada, as
defined by the Income Tax Act (Canada), and


 


(vii)         the Domestic
Administrative Agent shall receive at the time of each such assignment, from
the assigning or assignee Lender, the payment of a non-refundable assignment
fee of $3,500,


 


and, provided further,
that such transfer or assignment will not be effective until the Assignment and
Assumption Agreement in respect thereof is recorded by the Administrative
Agents on the Lender Register maintained by it as provided herein.


 


To the extent of any assignment pursuant to this section
15.4(c) the assigning Lender shall be relieved of its obligations hereunder
with respect to its assigned Commitments.


 


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At the time of each assignment pursuant to this section
15.4(c) to a person which is not already a Lender hereunder and which is
not a United States person (as such term is defined in section 7701(a)(30) of
the Code) for Federal income tax purposes, the respective assignee Lender shall
provide to the Borrowers and the Administrative Agents the appropriate Internal
Revenue Service Forms.  To the extent
that an assignment of all or any portion of a Lender’s Commitment and related outstanding
Obligations pursuant to this section 15.4(c) would, at the time of such
assignment, result in increased costs under any one or more of section 2.10,
section 3.5, section 4.5 and section 7.4(a) from those
being charged by the respective assigning Lender prior to such assignment, then
the Borrowers shall not be obligated to pay such increased costs (although the
Borrowers shall be obligated to pay any other increased costs of the type
referred to above in this sentence resulting from changes after the date of the
respective assignment).


 


Nothing in this section 15.4(c) shall prevent
or prohibit (i) any Lender which is a bank, trust company or other financial
institution from pledging its Notes or Loans to a Federal Reserve Bank in
support of borrowings made by such Lender from such Federal Reserve Bank, or
(ii) any Lender which is a trust, limited liability company, partnership or
other investment company from pledging its Notes or Loans to a trustee or agent
for the benefit of holders of certificates or debt securities issued by
it.  No such pledge, or any assignment
pursuant to or in lieu of an enforcement of such a pledge, shall relieve the
transferor Lender from its obligations hereunder.


 


(d)           No SEC
Registration or Blue Sky Compliance.  Notwithstanding any other provisions of this section 15.4,
no transfer or assignment of the interests or obligations of any Lender
hereunder or any grant of participation therein shall be permitted if such
transfer, assignment or grant would require the Borrowers to file a
registration statement with the SEC or to qualify the Loans under the “Blue
Sky” laws of any State.


 


(e)           Representations
of Lenders.  Each Lender
initially party to this Agreement hereby represents, and each person that
becomes a Lender pursuant to an assignment permitted by this section 15.4
will, upon its becoming party to this Agreement, represent that it is a
commercial lender, other financial institution or other “accredited investor”
(as defined in SEC Regulation D) which makes or acquires loans in the ordinary
course of its business and that it will make or acquire Loans for its own
account in the ordinary course of such business, provided that subject to the preceding sections
15.4(b) and (c), the disposition of any promissory notes or other
evidences of or interests in Indebtedness held by such Lender shall at all
times be within its exclusive control.


 


15.5.       No Waiver: Remedies
Cumulative.  No failure or
delay on the part of either Administrative Agent or any Lender in exercising
any right, power or privilege hereunder or under any other Credit Document and
no course of dealing between a Borrower or the Borrowers and either
Administrative Agent or any Lender shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, power or privilege hereunder or
under any other Credit Document preclude any other or further exercise thereof
or the exercise of any other right, power or privilege hereunder or
thereunder.  The rights and remedies
herein expressly provided are cumulative and not exclusive of any rights or
remedies which either Administrative Agent or any Lender would otherwise
have.  No notice to or demand on a
Borrower in any case shall entitle the Borrowers to any other or further notice
or demand in similar or other circumstances or constitute a waiver of the


 


130

















 


rights of either Administrative Agent or any Lender to any other or
further action in any circumstances without notice or demand.


 


15.6.       Payments Pro Rata.  (a) Each Administrative Agent agrees that
promptly after its receipt of each payment from or on behalf of the Borrowers
or other Credit Parties in respect of any Obligations, it shall distribute such
payment to the Lenders (other than any Lender that has expressly waived in
writing its right to receive its pro rata share thereof) pro rata based upon their respective shares,
if any, of the Class of Loans or other Obligations with respect to which such
payment was received. As to any such payment received by the Administrative
Agents prior to 1:00 P.M. (local time at its Payment Office) in funds which are
immediately available on such day, the Administrative Agents will use all
reasonable efforts to distribute such payment in immediately available funds on
the same day to the Lenders as aforesaid.


 


(b)           Each
of the Lenders agrees that, if it should receive any amount hereunder (whether
by voluntary payment, by realization upon security, by the exercise of the
right of setoff or banker’s lien, by counterclaim or cross action, by the
enforcement of any right under the Credit Documents, or otherwise) which is
applicable to the payment of the principal of, or interest on, the Loans or
Fees, of a sum which with respect to the related sum or sums received by other Lenders
is in a greater proportion than the total of such Obligation then owed and due
to such Lender bears to the total of such Obligation then owed and due to all
of the Lenders immediately prior to such receipt, then such Lender receiving
such excess payment shall purchase for cash without recourse or warranty from
the other Lenders an interest in the Obligations to such Lenders in such amount
as shall result in a proportional participation by all of the Lenders in such
amount, provided
that if all or any portion of such excess amount is thereafter recovered from
such Lender, such purchase shall be rescinded and the purchase price restored
to the extent of such recovery, but without interest.


 


(c)           Notwithstanding
anything to the contrary contained herein, the provisions of the preceding sections
15.6(a) and (b) shall be subject to the express provisions of this
Agreement which require, or permit, differing payments to be made to Lenders
which are not Defaulting Lenders, as opposed to Defaulting Lenders.


 


15.7.       Calculations:
Computations.  (a) The
financial statements to be furnished to the Lenders pursuant hereto shall be
made and prepared in accordance with GAAP consistently applied throughout the
periods involved (except as set forth in the notes thereto or as otherwise
disclosed in writing by the Borrowers to the Lenders); provided, that if at any time the
computations determining compliance with section 11 utilize accounting
principles different from those utilized in the financial statements furnished
to the Lenders, such computations shall set forth in reasonable detail a
description of the differences and the effect upon such computations.


 


(b)           All
computations of interest on Eurodollar Loans and CDOR Loans hereunder shall be
made on the actual number of days elapsed over a year of 360 days, and all
computations of Facility Fees and other fees and interest on Domestic Prime
Rate Loans and Canadian Prime Rate Loans hereunder shall be made on the actual
number of days elapsed over a year of 365 or 366 days, as the case may be.  For the purposes of the Interest Act
(Canada) and disclosure thereunder, whenever interest or any fee to be paid
hereunder or in connection herewith is to be calculated on the basis of any period
of time that is less than a calendar year, the yearly rate of interest to which
the


 


131

















 


rate determined pursuant to such calculation is equivalent is the rate
so determined multiplied by the actual number of days in the calendar year in
which the same is to be ascertained and divided by the number of days in such
period of time.  The rates of interest
under this Agreement are nominal rates, and not effective rates or yields.  The principal of deemed reinvestment of
interest does not apply to any interest calculation under this Agreement.


 


15.8.       Governing Law; Submission
to Jurisdiction; Venue; Waiver of Jury Trial.  (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF OHIO.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE BORROWERS HEREBY UNCONDITIONALLY
AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY JURISDICTION
OTHER THAN THE STATE OF OHIO GOVERNS THIS AGREEMENT OR ANY OF THE OTHER CREDIT
DOCUMENTS.  Any legal action
or proceeding with respect to this Agreement or any other Credit Document may
be brought in the Courts of the State of Ohio, or of the United States for the
Northern District of Ohio, and, by execution and delivery of this Agreement,
the Borrowers hereby irrevocably accept for themselves and in respect of their
property, generally and unconditionally, the jurisdiction of the aforesaid
courts. The Borrowers hereby further irrevocably consent to the service of
process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to the Borrowers at the address for notices pursuant to section
15.3, such service to become effective 30 days after such mailing or at
such earlier time as may be provided under applicable law.  Nothing herein shall affect the right of any
party hereto to serve process in any other manner permitted by law or to commence
legal proceedings or otherwise proceed against another party hereto in any
other jurisdiction to the extent otherwise permitted by law.


 


(b)           The
Borrowers hereby irrevocably waive any objection which they may now or
hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Agreement or any other
Credit Document brought in the courts referred to in section 15.8(a)
above and hereby further irrevocably waive and agree not to plead or claim in
any such court that any such action or proceeding brought in any such court has
been brought in an inconvenient forum.


 


(c)           EACH OF THE
PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS (INCLUDING, WITHOUT
LIMITATION, ANY AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS RELATING TO ANY OF
THE FOREGOING), OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.  EACH PARTY HERETO HEREBY (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO


 


132

















 


ENFORCE
THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.


 


15.9.       Counterparts.  This Agreement may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same agreement.  A set of counterparts executed by all the
parties hereto shall be lodged with the Borrowers and each Administrative
Agent.


 


15.10.     Effectiveness;
Integration.  This Agreement
shall become effective on the date (the “Effective Date”) on which the Borrowers and each of the
Lenders shall have signed a copy hereof (whether the same or different copies)
and shall have delivered the same to the Administrative Agents at the
applicable Notice Office of the Administrative Agents or, in the case of the
Lenders, shall have given to the Administrative Agents telephonic (confirmed in
writing), written telex or facsimile transmission notice (actually received) at
such office that the same has been signed and mailed or sent by overnight
courier to it. This Agreement, the other Credit Documents and any separate
letter agreements with respect to fees payable to the Administrative Agents or
the Co-Lead Arrangers, for their own account and benefit and/or for the
account, benefit of, and distribution to, the Lenders, constitute the entire
contract among the parties relating to the subject matter hereof and thereof
and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof or thereof.


 


15.11.     Headings Descriptive.  The headings of the several sections and
other portions of this Agreement are inserted for convenience only and shall
not in any way affect the meaning or construction of any provision of this
Agreement.


 


15.12.     Amendment or Waiver.  Except as otherwise expressly provided in
this Agreement, neither this Agreement nor any terms hereof or thereof may be
amended, waived or otherwise modified unless such amendment, waiver or other modification is
in writing and signed by the Borrowers and:


 


(1)           with
respect to any such amendment, waiver or other modification that (A) affects a
right, privilege, remedy or other interest of the Canadian Facility Lenders
only and (B) does not in any respect limit, impair or otherwise adversely
affect any right, privilege, remedy or other interest of any one or more of the
Domestic Revolving Facility Lenders or Domestic Term Loan Lenders, by the
Required Canadian Facility Lenders,


 


(2)           with
respect to any such amendment, waiver or other modification that (A) affects a
right, privilege, remedy or other interest of the Domestic Revolving Facility
Lenders only and (B) does not in any respect limit, impair or otherwise
adversely affect any right, privilege, remedy or other interest of any one or
more of the Canadian Facility Lenders, or Domestic Term Loan Lenders by the
Required Domestic Revolving Facility Lenders,


 


(3)           with
respect to any such amendment, waiver or other modification that (A) affects


 


133

















 


a right, privilege, remedy or other interest of the
Domestic Term Loan Lenders only and (B) does not in any respect limit, impair
or otherwise adversely affect any right, privilege, remedy or other interest of
any one or more of the Domestic Revolving Facility Lenders or Canadian Facility
Lenders, by the Required Domestic Term Loan Lenders, and


 


(4)           otherwise,
by the Required Lenders;


 


provided, however,
that, notwithstanding the provisions of clauses (1), (2), (3) and (4),
immediately preceding, no such amendment, waiver or other modification shall,
without the consent of each Lender (other than a Defaulting Lender) affected
thereby,


 


(a)           extend the Maturity
Date or any other date on which any Loan principal is due or extend any date on
or by which any Loan to be made by such Lender may be incurred or any Letter of
Credit may be issued, or extend any date on or by which any reimbursement or
Unpaid Drawing is scheduled to be repaid, or extend the expiration date of any
Letter of Credit beyond the Maturity Date, or extend any date on which any Commitment
of such Lender is scheduled to expire or terminate, or reduce the rate or
extend the time of payment of any interest or Fees thereon (except in
connection with a waiver of the applicability of any post-default increase in
interest rates), or reduce the principal amount of any Loan or Unpaid Drawing,
or increase any Commitment of such Lender over the amount thereof then in
effect, or release all or a substantial portion of the collateral pledged under
any of the Pledge Agreements, or release a Borrower from its obligations
hereunder or under any Guaranty or any Guarantor from its Guaranty,


 


 (b)          amend, modify or waive any provision of this section
15.12, or section 12.3, 13.7, 15.1, 15.4, 15.6
or 15.7(b), or any other provision of any of the Credit Documents
pursuant to which the consent or approval of all Lenders is by the terms of
such provision explicitly required,


 


(c)           reduce the percentage
specified in, or otherwise modify, the definition of Required Canadian Facility
Lenders, Required Domestic Revolving Facility Lenders, Required Domestic Term
Loan Lenders, or Required Lenders, or


 


(d)           consent to the
assignment or transfer by a Borrower of any of its rights and obligations under
this Agreement.


 


No provision of section 13 may be amended without the consent of
the Administrative Agents.


 


15.13.     Survival.  All indemnities set forth herein including,
without limitation, in sections 2.10, 2.11, 7.4, 13.7,
15.1, 15.15 and 15.16, shall survive the execution and
delivery of this Agreement and the making, prepayment and repayment of Loans.


 


15.14.     Domicile of Loans.  Each Lender may transfer and carry its Loans
at, to or for the account of any branch office, subsidiary or affiliate of such
Lender, provided
that the Borrowers shall not be responsible for costs arising under any one or
more of section 2.10, section 3.5, section 4.5


 


134

















 


and section 7.4(a) resulting from any such transfer to the
extent not otherwise applicable to such Lender prior to such transfer.


 


15.15.     Judgment Currency.
(a) If for the purposes of obtaining judgment in any court it is necessary to
convert a sum due hereunder or under any of the Notes in any currency (the “Original Currency”)
into another currency (the “Other Currency”), the parties hereto agree, to the
fullest extent that they may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures the
Domestic Administrative Agent (in the case where the Original Currency is U.S.
Dollars) or the Canadian Administrative Agent (in the case where the Original
Currency is Canadian Dollars) could purchase the Original Currency with the
Other Currency at the Payment Office of such Administrative Agent on the second
Business Day preceding that on which final judgment is given.


 


(b)           The
obligation of a Borrower in respect of any sum due in the Original Currency
from it to any Lender or either Administrative Agent hereunder shall,
notwithstanding any judgment in any Other Currency, be discharged only to the
extent that on the Business Day following receipt by such Lender or such
Administrative Agent (as the case may be) of any sum adjudged to be so due in
such Other Currency, such Lender or such Administrative Agent (as the case may
be) may in accordance with normal banking procedures purchase U.S. Dollars or
Canadian Dollars, as applicable, with such Other Currency; if the amount of the
Original Currency so purchased is less than the sum originally due to such
Lender or such Administrative Agent (as the case may be) in the Original
Currency, the Borrowers agree, as a separate obligation and notwithstanding any
such judgment, to indemnify such Lender or such Administrative Agent (as the
case may be) against such loss, and if the amount of the Original Currency so
purchased exceeds the sum originally due to any Lender or such Administrative
Agent (as the case may be) in the Original Currency, such Lender or such
Administrative Agent (as the case may be) agrees to remit to the applicable Borrower
such excess.


 


15.16.     Lender Register.  The Borrowers hereby designate the
Administrative Agents to serve as their agents, solely for purposes of this section
15.16, to retain a copy of each Assignment and Assumption Agreement
delivered to and accepted by it and to maintain a register (the “Lender Register”) on
or in which it will record the names and addresses of the Lenders, and the
Commitments from time to time of each of such Lenders to the Borrowers, the
Loans made to the Borrowers by each of such Lenders and each repayment and
prepayment in respect of the principal amount of such Loans of each such
Lender.  Failure to make any such
recordation, or (absent manifest error) any error in such recordation, shall not
affect the Borrowers’ obligations in respect of such Loans.  With respect to any Lender, the transfer of
any Commitment of such Lender and the rights to the principal of, and interest
on, any Loan made pursuant to such Commitment shall not be effective until such
transfer is recorded on the Lender Register maintained by the Administrative
Agents with respect to ownership of such Commitment and Loans and prior to such
recordation all amounts owing to the transferor with respect to such Commitment
and Loans shall remain owing to the transferor.  The registration of assignment or transfer of all or part of any
Commitment and Loans shall be recorded by the Administrative Agents on the
Lender Register only upon the acceptance by the Administrative Agents of a
properly executed and delivered Assignment and Assumption Agreement pursuant to
section 15.4(c).  The Borrowers
agree to indemnify each Administrative Agent from and against any and all
losses, claims, damages and liabilities of whatsoever nature which may be
imposed on, asserted against or incurred by such Administrative


 


135

















 


Agent in performing its duties under this section 15.16.  The Lender Register shall be available for
inspection by the Borrowers or any Lender at any reasonable time and from time
to time upon reasonable prior notice.


 


15.17.     General
Limitation of Liability. 
No claim may be made by the Borrowers, any Lender or either
Administrative Agent or any other person against the other Administrative Agent
or any other Lender or the Affiliates, directors, officers, employees,
attorneys or agents of any of the Administrative Agents or any other Lender,
for any damages other than actual compensatory damages in respect of any claim
for breach of contract or any other theory of liability arising out of or
related to the transactions contemplated by this Agreement or any of the other
Credit Documents, or any act, omission or event occurring in connection
therewith; and the Borrowers, each Lender and each Administrative Agent hereby,
to the fullest extent permitted under applicable law, waives, releases and
agrees not to sue or counterclaim upon any such claim for any special,
consequential or punitive damages, whether or not accrued and whether or not
known or suspected to exist in its favor.


 


15.18.     No Duty.  All attorneys, accountants, appraisers,
consultants and other professional persons (including the firms or other
entities on behalf of which any such person may act) retained by either
Administrative Agent or any Lender with respect to the transactions
contemplated by the Credit Documents shall have the right to act exclusively in
the interest of such Administrative Agent or such Lender, as the case may be,
and shall have no duty of disclosure, duty of loyalty, duty of care, or other
duty or obligation of any type or nature whatsoever to the Borrowers or to any
of their respective Subsidiaries or Affiliates, or to any other person, with
respect to any matters within the scope of such representation or related to
their activities in connection with such representation.  The Borrowers agree, on behalf of themselves
and on behalf of their Subsidiaries not to assert any claim or counterclaim
against any such persons with regard to such matters, all such claims and
counterclaims, now existing or hereafter arising, whether known or unknown,
foreseen or unforeseeable, being hereby waived, released and forever
discharged.


 


15.19.     Lenders and
Agents Not Fiduciary to Borrowers, etc.  The relationship among the Borrowers and
their respective Subsidiaries and Affiliates, on the one hand, and the
Administrative Agents and the Lenders, on the other hand, is solely that of
debtor and creditor, and the Administrative Agents and the Lenders have no
fiduciary or other special relationship with the Borrowers and any of their
respective Subsidiaries and Affiliates, and no term or provision of any Credit
Document, no course of dealing, no written or oral communication, or other
action, shall be construed so as to deem such relationship to be other than
that of debtor and creditor.


 


15.20.     Survival of
Representations and Warranties.  All representations and warranties herein shall survive the
making of Loans hereunder, the execution and delivery of this Agreement, the
Notes and any other documents the forms of which are attached as Exhibits
hereto and any other Credit Documents, the issue and delivery of the Notes, any
disposition thereof by any holder thereof, and any investigation made by either
Administrative Agent or any Lender or any other holder of any of the Notes or
on its behalf.  All statements of any
Credit Party contained in any certificate or other document delivered to either
Administrative Agent or any Lender or any holder of any Notes by or on behalf
of the Borrowers or any of their respective Subsidiaries or Affiliates pursuant
hereto or otherwise specifically for use in connection with the transactions
contemplated hereby shall


 


136

















 


constitute representations and warranties by the Borrowers hereunder,
made as of the respective dates specified therein or, if no date is specified,
as of the respective dates furnished to either Administrative Agent or any
Lender.


 


15.21.     Independence
of Covenants. 
All covenants hereunder shall be given independent effect so that if a
particular action, event, condition or circumstance is not permitted by any of
such covenants, the fact that it would be permitted by an exception to, or
would otherwise be within the limitations or restrictions of, another covenant,
shall not avoid the occurrence of a Default or an Event of Default if such
action is taken or event, condition or circumstance exists.


 


15.22.     Obligations
of Borrowers. 
Except as otherwise provide in section 15.23, all obligations,
liabilities, covenants and agreements of the Borrowers in this Agreement and
any other Credit Document shall be joint and several, whether or not expressly
so stated, and the joint obligation of each Borrower shall be unconditional and
absolute and, without limiting the generality of the foregoing, except in the
case of payment in full of all Obligations, shall not be released, discharged
or otherwise affected by the occurrence, one or more times, of any act or
omission to act or delay of any kind by the other Borrower, either Administrative
Agent, any Lender or any other person or any other circumstance whatsoever
which might, but for the provisions of this section, constitute a legal or
equitable discharge of that Borrowers’ obligations under this Agreement and the
other Credit Documents.  Any right
exercisable, direction or notice that may be given or request that may be made
by the Borrowers under or in respect of this Agreement or any other Credit
Document may be exercised, given or made by any other Borrower, and the other
Borrower acknowledges and agrees that in that case it shall be bound by the
other Borrower.  In the event that any
exercise of a right, direction, notice or request made by a Borrower violates
or in any manner conflicts with or is inconsistent with that of the other Borrower,
the Administrative Agents and the Lenders will deem the exercise, direction,
notice or request of Genlyte Group as binding on the Borrowers and may ignore
those of any other Borrower.


 


15.23.     Separate
Obligations of Foreign Borrowers  and Canadian Facility Guarantors.  For the avoidance of doubt, each of the
Borrowers, Administrative Agents and Lenders acknowledges and agrees that,
notwithstanding anything to the contrary in this Agreement or any of the Credit
Documents, (a) the Obligations of any Foreign Borrower under this Agreement or
any of the Credit Documents shall be separate and distinct from the Obligations
of any other Borrower (other than a Foreign Borrower of the same country) and
shall be expressly limited to the extent of such Obligations directly
attributable to such Foreign Borrower (or other Foreign Borrower of the same
country), and (b) the Obligations of any Canadian Facility Guarantor under this
Agreement or any of the Credit Documents shall be expressly limited to the
Obligations arising under or in connection with the Canadian Revolving
Facility.  In furtherance of the
foregoing, each of the parties acknowledges and agrees that the liability of
any Foreign Borrower for the payment and performance of its covenants,
representations and warranties set forth in this Agreement and the other Credit
Documents shall be several from but not joint with the Obligations of any other
Borrower (other than a Foreign Borrower of the same country).


 


 


[The balance of this page
is intentionally blank.]


 


137

















 


IN WITNESS WHEREOF, each of the
parties hereto has caused a counterpart of this Agreement to be duly executed
and delivered as of the date first above written.


 


	
   

  	
  THE GENLYTE GROUP INCORPORATED

  
	
   

  	
  as a Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  William G. Ferko

  	
   

  
	
   

  	
  Name/Title:

  	
  William G. Ferko

  	
   

  
	
   

  	
   

  	
  CFO, VP, and Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
  GENLYTE THOMAS GROUP LLC

  
	
   

  	
  as a Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  William G. Ferko

  	
   

  
	
   

  	
  Name/Title:

  	
  William G. Ferko CFO
  & VP

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENLYTE HOLDINGS INC.

  
	
   

  	
  as a Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  William G. Ferko

  	
   

  
	
   

  	
  Name/Title:

  	
  William G. Ferko,
  Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENLYTE LIGHTING CORPORATION

  
	
   

  	
  as a Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  William G. Ferko

  	
   

  
	
   

  	
  Name/Title::

  	
   William G. Ferko, Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENLYTE CLP NOVA SCOTIA ULC

  
	
   

  	
  as a Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: :

  	
  /s/  William G. Ferko

  	
   

  
	
   

  	
  Name/Title:

  	
  William G. Ferko, Vice
  President

  	
   

  
											



 


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138

















 


	
   

  	
  GENLYTE CGP NOVA SCOTIA ULC

  
	
   

  	
  as a Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  William G. Ferko

  	
   

  
	
   

  	
  Name/Title:

  	
  William G. Ferko, VP

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIONAL CITY BANK OF KENTUCKY,

  
	
   

  	
  as a Lender, a Letter
  of Credit Issuer, the Swing Line Lender, a Co-Lead Arranger and the Domestic
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Deroy Scott

  	
   

  
	
   

  	
  Name/Title:

  	
  Deroy Scott,  Sr. Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK ONE, NA, CANADA BRANCH

  
	
   

  	
  as a Lender, a Letter
  of Credit Issuer and the Canadian Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Michael Tam

  	
   

  
	
   

  	
  Name/Title:

  	
  Michael Tam,  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  J.P. MORGAN SECURITIES INC.

  
	
   

  	
  as a Co-Lead Arranger

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Joseph Brenner

  	
   

  
	
   

  	
  Name/Title:

  	
  Joseph Brenner,  Sr. Vice President

  	
   

  
									



 


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139

















 


	
   

  	
  BANK ONE, N.A.

  
	
   

  	
  as a Lender and a
  Letter of Credit Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Joseph Brenner

  	
   

  
	
   

  	
  Name/Title:

  	
  Joseph Brenner,  Sr. Vice President

  	
   

  
						



 


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140

















 


	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
  as a Lender, a Letter of Credit Issuer and a
  Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Bryan Hulker

  	
   

  
	
   

  	
  Name/Title:

  	
  Bryan Hulker, Sr. Vice
  President

  	
   

  
							



 


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141

















 


	
   

  	
  SUNTRUST BANK

  
	
   

  	
  as a Lender and a
  Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Anson M. Lewis

  	
   

  
	
   

  	
  Name/Title:

  	
  Anson M. Lewis,  Banking Officer

  	
   

  
						



 


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142

















 


	
   

  	
  NATIONAL CITY BANK, CANADA BRANCH

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  G. William Hines

  	
   

  
	
   

  	
  Name/Title:

  	
  G. William Hines,  Sr. Vice President

  	
   

  
						



 


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143

















 


	
   

  	
  PNC BANK, NATIONAL ASSOCIATION

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Chester A. Misbach, Jr.

  	
   

  
	
   

  	
  Name/Title:

  	
  Chester A. Misbach, Jr.

  	
   

  
	
   

  	
   

  	
  Sr. Vice President

  	
   

  
						



 


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144

















 


	
   

  	
  FIFTH THIRD BANK, KENTUCKY, INC.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Jeff Goodwin

  	
   

  
	
   

  	
  Name/Title:

  	
  Jeff Goodwin,  Vice President

  	
   

  
						



 


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145

















 


 


	
   

  	
  THE BANK OF NEW YORK

  	
   

  
	
   

  	
  as a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Kenneth R. McDonnell

  	
   

  
	
   

  	
  Name/Title:

  	
    Kenneth R.
  McDonnell

  	
   

  
	
   

  	
   

  	
    Vice
  President

  	
   

  
							



 


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146

















 


	
   

  	
  BRANCH BANKING AND TRUST COMPANY

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ 
  Philip S. Poindexter

  	
   

  
	
   

  	
  Name/Title:

  	
  Philip S. Poindexter,
  Sr. Vice President

  	
   

  
						



 


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147

















 


	
   

  	
  THE TORONTO DOMINION BANK

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Denis Houle

  	
   

  
	
   

  	
  Name/Title:

  	
  Denis Houle,  Relationship Manager

  	
   

  
						



 


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148

















 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  David A. Wombwell

  	
   

  
	
   

  	
  Name/Title:

  	
  David A. Wombwell,  Sr. Vice President

  	
   

  
						



 


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149

















 


	
   

  	
  OLD NATIONAL BANK

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Darrin McCauley

  	
   

  
	
   

  	
  Name/Title:

  	
  Darrin McCauley,  Sr. Vice President

  	
   

  
						



 


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150

















 


	
   

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  David Wilsdorf

  	
   

  
	
   

  	
  Name/Title:

  	
  David Wilsdorf,  Vice President

  	
   

  
						



 


151